Common use of Subordination of Liens Clause in Contracts

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, 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 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 UCC 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 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 Loan Party 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien granted to or for the benefit of the other in conformity with this Agreement. 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 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 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, 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 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 UCC 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 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 Loan Party the Company 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 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 Secured Parties or the Second Priority Secured Partiesparties, 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Lien Secured Party securing the Second Priority Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Lien Secured Parties securing any of the First Priority Lien Obligations (other than Excess First Lien Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority 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 UCC Uniform Commercial Code or any applicable law or any First Priority Lien Document or Second Priority Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Lien Secured Party securing any of the such First Priority Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority 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 Priority Lien Secured Party or Second Priority 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, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to the other or for (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 other Liens on such Common Collateral, except to the extent that such rights are expressly granted in conformity with this Agreement. Notwithstanding any failure by any First Priority Lien Secured Party or Second Priority Lien 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 Lien Secured Parties or the Second Priority Lien Secured Parties, the priority and rights as between the First Priority Lien Secured Parties and the Second Priority 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 Collateral securing any Excess Second Lien Obligations and all Liens securing any Excess Second Lien Obligations will be junior and subordinate in all respects to any Lien securing Excess First Lien Obligations.

Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No Any and all Third Priority Liens now existing or hereafter created or arising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens and Second Priority Liens now existing or hereafter created or arising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Third Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any First Priority Document, Second Priority Document or Third Priority Document or any other circumstance whatsoever and (iii) the fact that any such First Priority Liens or Second Priority Liens are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Third Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (c) No Secured 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 Lien security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party and no Third Priority Secured Party shall take, or for cause to be taken, any action the benefit purpose of which is to make any Second Priority Lien or Third Priority Lien pari passu with or senior to the other First Priority Lien, and no Third Priority Secured Party shall take, or cause to be taken, any action the purpose of which is to make any Third Priority Lien pari passu with or senior to the Second Priority Lien. It is understood that nothing in conformity with this clause (c) is intended to prohibit any Second Priority Secured Party or Third Priority Secured Party from exercising any rights expressly granted to it under this Agreement. . (d) 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 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 such Secured Parties or the Second Priority Secured PartiesParty, the priority and rights as between among 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. (a) Any and all Liens in the Shared Collateral now existing or hereafter created or arising in favor of any Second Junior Priority Secured Party securing the Second Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, 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 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 liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC Uniform Commercial Code or any other applicable law or any First Priority Document or Second Junior Priority Document or any 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 are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Priority Secured Party or Second Junior Priority Secured Party shall object to or contest, or support any other Person in contesting objecting to or objecting tocontesting, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien on the First Priority Collateral granted to or for the benefit of the other in conformity with this Agreementany First Priority Secured Party. Notwithstanding any failure by any First Priority Secured Party or Second to perfect its Lien on the First Priority Collateral granted to such First 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 Lien on the Common First Priority 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 Parties, on the one hand, and the Second Junior Priority Secured Parties Parties, on the other hand, with respect to the Common Shared Collateral shall be as set forth herein.

Subordination of Liens. (a) Any Subject to the order of application of proceeds set forth in Section 4.1, any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how or when acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First 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 a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 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 Loan Party 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 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 Secured Parties or the Second Priority Secured PartiesParties (but, for the avoidance of doubt, subject to the order of application of proceeds set forth in Section 4.1), 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. (a) Any and all Liens on assets or on the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, 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 a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No The First Priority Secured Party or Parties acknowledge and agree that the 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien Parties have been granted to or for the benefit Liens upon all of the other in conformity with this Agreement. 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 avoidanceCollateral, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to and the First Priority Secured Parties or the hereby consent thereto. The subordination of all Liens of any Second Priority Secured Parties, Party on assets or Common Collateral of the priority and rights as between the First Priority Secured Parties and Grantors by the Second Priority Secured Parties with respect to in favor of the First Priority Liens on such assets or Common Collateral shall not be as set forth hereindeemed to subordinate any Liens of the Second Priority Secured Parties to any Liens other than (x) the First Priority Liens on such assets or Common 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, 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 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 UCC 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 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 Loan Party 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 Insolvency Proceeding), the validity, extent, perfection, priority perfection or enforceability of any Lien security interest in the Common Collateral granted to the other, and no Second Priority Secured Party shall object to or for contest, or support any other Person in contesting or objecting to, in any proceeding in any proceeding (including without limitation, any Insolvency Proceeding), the benefit priority of any security interest in the other in conformity with this AgreementCommon Collateral granted to any First Priority Secured Party. 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 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 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Lien Secured Party securing the Second Priority Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Lien Secured Parties securing any of the First Priority Lien Obligations (other than Excess First Lien Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority 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 UCC Uniform Commercial Code or any applicable law or any First Priority Lien Document or Second Priority Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Lien Secured Party securing any of the such First Priority Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority 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 Priority Lien Secured Party or Second Priority 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, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to the other or for (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 other Liens on such Common Collateral, except to the extent that such rights are expressly granted in conformity with this Agreement. Notwithstanding any failure by any First Priority Lien Secured Party or Second Priority Lien 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 Lien Secured Parties or the Second Priority Lien Secured Parties, the priority and rights as between the First Priority Lien Secured Parties and the Second Priority 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 Collateral securing any Excess First Lien Obligations and all Liens securing any Excess First Lien Obligations will be junior and subordinate in all respects to any Lien securing Second Lien Obligations (other than the Excess Second Lien Obligations). All Liens securing Excess First Lien Obligations will be senior in all respects and prior to any Lien on the Collateral securing any Excess Second Lien Obligations and all Liens securing any Excess Second Lien Obligations will be junior and subordinate in all respects to any Lien securing Excess First Lien Obligations.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Lien Secured Party securing the Second Priority Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Lien Secured Parties securing the First Priority Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority 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 UCC or any applicable law or any First Priority Lien Collateral Document or Second Priority Lien Collateral Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Lien Secured Party securing any of the First Priority Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Priority Lien Secured Party or Second Priority 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Collateral granted to or for the benefit of the other in conformity with this Agreementother. Notwithstanding any failure by any First Priority Lien Secured Party or Second Priority Lien 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 Lien Secured Parties or the Second Priority Lien Secured Parties, the priority and rights as between the First Priority Lien Secured Parties and the Second Priority Lien Secured Parties with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (xA) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Priority Obligations or (yB) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) [Reserved.] (c) 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party shall take, or for cause to be taken, any action the benefit purpose of which is to make any Second Priority Lien pari passu with or senior to the other First Priority Lien. It is understood that nothing in conformity with this Section 2.1(c) is intended to prohibit any Second Priority Secured Party from exercising any rights expressly granted to it under this Agreement. . (d) Notwithstanding any failure by any First Priority Secured Party or Second Priority Secured Party to perfect any or all of its security interests in the Common Collateral 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 Common Collateral granted to the First Priority such Secured Parties or the Second Priority Secured PartiesParty, the priority and rights as between among 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. (a) Any and all Liens now existing Notwithstanding the date, manner or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, 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 a party, and regardless of the time, order or method of grant, attachment, recording attachment or perfection of any financing statements or other security interestsFirst Priority Lien, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances any Second Priority Lien or any defect or deficiency or alleged defect or deficiency in any of the foregoingThird Priority Lien, (ii) and notwithstanding any provision of the UCC or any other applicable law or the provisions of any First Priority Security Document or Second Priority any other Document or any other circumstance whatsoever whatsoever, (a) each of the Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Agent, for itself and on behalf of the other Third Lien Secured Parties, hereby agrees, as applicable, that, so long as the Discharge of the First Lien Obligations has not occurred, (iiii) any First Priority Lien now or hereafter held by or for the fact that any such Liens in favor benefit of any First Lien Secured Party, shall be senior in right, priority, operation, effect and all other respects to any and all Second Priority Liens and Third Priority Liens, and (ii) any Second Priority Lien now or hereafter held by or for the benefit of any Second Lien Secured Party, or any Third Priority Lien now or hereafter held by or for the benefit of any Third Lien Secured Party securing shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens and (b) the Third Lien Agent, for itself and on behalf of the other Third Lien Secured Parties, hereby agrees that, so long as the Discharge of the Second Lien Obligations has not occurred, (i) any Second Priority Lien now or hereafter held by or for the benefit of any Second Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Third Priority Liens, and (ii) any Third Priority Lien now or hereafter held by or for the benefit of any Third Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens and Second Priority Liens. So long as the Discharge of the First Lien Obligations has not occurred, the First Priority Obligations are (x) subordinated Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens or Third Priority Liens for all purposes, whether or not any First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of Parent, Company, any Loan other Credit Party or any other than Person. So long as the Discharge of the Second Lien Obligations has not occurred, the Second Priority Obligations Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Third Priority Liens for all purposes, whether or (y) otherwise subordinatednot any Second Priority Liens are subordinated in any respect to any other Lien securing any other obligation of Parent, voidedCompany, avoided, invalidated any other Credit Party or lapsedany other Person. (b) No First Priority Lien Secured Party, Second Lien Secured Party or Second Priority Third 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien on the Collateral granted to or for the benefit of the other in conformity with this Agreementthat is not prohibited by the Documents. Notwithstanding any failure by any First Priority Lien Secured Party, Second Lien Secured Party or Second Priority Third Lien Secured Party to perfect its security interests in Liens on the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in Liens on the Common Collateral granted to the First Priority Lien Secured Parties, the Second Lien Secured Parties or the Second Priority Third Lien Secured Parties, the priority and rights as between among the First Priority Lien Secured Parties, the Second Lien Secured Parties and the Second Priority Third Lien Secured Parties with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Lien Secured Party securing the Second Priority Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Lien Secured Parties securing any of the First Priority Lien Obligations (other than Excess First Lien Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority 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 UCC Uniform Commercial Code or any applicable law or any First Priority Lien Document or Second Priority Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Lien Secured Party securing any of the such First Priority Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority 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 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien granted to or for the benefit of the other in conformity with this Agreement. 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 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 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First 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 a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 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 Loan Party 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 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 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. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party shall take, or for cause to be taken, any action the benefit purpose of which is to make any Second Priority Lien pari passu with or senior to the other First Priority Lien. It is understood that nothing in conformity with this clause (b) is intended to prohibit any Second Priority Secured Party from exercising any rights expressly granted to it under this Agreement. . (c) 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 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 such Secured Parties or the Second Priority Secured PartiesParty, the priority and rights as between among 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, 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 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 UCC 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 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 Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) Any and all Liens now existing or hereafter created or arising in favor of any Third Priority Secured Party securing the Third Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Third Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Priority Document, Second Priority Document or Third Priority Security Document or any 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 Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Third Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (c) No First Priority Secured Party, Second Priority Secured Party or Second Third 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementany other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Second Third 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 Secured Parties, the Second Priority Secured Parties or the Second Third Priority Secured Parties, the priority and rights as between among the First Priority Secured Parties, the Second Priority Secured Parties and the Second Third Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No Any and all Third Priority Liens now existing or hereafter created or arising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens and Second Priority Liens now existing or hereafter created or arising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Third Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Priority Document, Second Priority Document or Third Priority Document or any other circumstance whatsoever and (iii) the fact that any such First Priority Liens or Second Priority Liens are (x) subordinated to any Lien securing any obligation of any Grantor other than the Third Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (c) No Secured 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 Lien security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party and no Third Priority Secured Party shall take, or for cause to be taken, any action the benefit purpose of which is to make any (i) Second Priority Lien or Third Priority Lien pari passu with or senior to the other First Priority Lien or (ii) Third Priority Lien pari passu with or senior to the Second Priority Lien. It is understood that nothing in conformity with this Section 2.1(c) is intended to prohibit any Second Priority Secured Party or Third Priority Secured Party from exercising any rights expressly granted to it under this Agreement. . (d) Notwithstanding any failure by any First Priority Secured Party or Second Priority Secured Party to perfect any or all of its security interests in the Common Collateral 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 Common Collateral granted to the First Priority such Secured Parties or the Second Priority Secured PartiesParty, the priority and rights as between among 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Priority Secured Party securing the Second Lien Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Priority Secured Parties securing the First Lien Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or Uniform Commercial Code, any applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Lien Priority Secured Party or Second Lien 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. Notwithstanding any failure by any First Lien Priority Secured Party or Second Lien 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 Lien Priority Secured Parties or the Second Lien Priority Secured Parties, the priority and rights as between the First Lien Priority Secured Parties and the Second Lien Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (ai) Any and all Liens now existing or hereafter created or arising in favor of any Second First Lien Junior Priority Secured Party securing the Second First Lien Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Senior Priority Secured Parties securing the First Lien Senior Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second First Lien Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or Uniform Commercial Code, any applicable law or any First Lien Senior Priority Document or Second First Lien Junior Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Senior Priority Secured Party securing any of the First Lien Senior Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second First Lien Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. . (b) No First Lien Senior Priority Secured Party or Second 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. Notwithstanding any failure by any First Lien Senior Priority Secured Party or Second First Lien Junior 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 Lien Senior Priority Secured Parties or the Second First Lien Junior Priority Secured Parties, the priority and rights as between the First Lien Senior Priority Secured Parties and the Second First Lien Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any Subject to Section 2.01(c), any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Note Party securing the Second Priority Note Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of any of the First Priority Secured Lender Parties securing the First Priority Lender Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Note 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 UCC or any applicable law or any First Priority Loan Agreement Document or Second Priority New Indenture Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Lender Party securing any of the First Priority Lender Obligations are (x) subordinated to any Lien securing any obligation of any Loan Obligor Party other than the Second Priority Note Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Priority Secured Lender Party or Second Priority Secured 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 Lien granted to or for the benefit of the other in conformity with this Agreement. 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 avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests interest in the Common Collateral granted to the First Priority Secured Parties other. (c) If and to the extent that any Lender Obligation is avoided or subordinated to the Second Priority Secured 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 Lender Parties, on the priority and rights as between the First Priority Secured Parties one hand, and the Second Priority Secured Parties Trustee and the Note Parties, on the other hand, with respect to the Common Collateral such Lender Obligation shall no longer be as set forth hereinapplicable.

Subordination of Liens. (a) Any and all Liens in the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation subrogation, or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation operation, and effect to any and all Liens in the Common Collateral now existing or hereafter created or arising in favor of the First 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 a party, and regardless of the time, order order, or method of grant, attachment, recording recording, or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages mortgages, and other liens, charges charges, or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC Uniform Commercial Code or any applicable law or any First Priority Document or Second Priority Document or any other circumstance whatsoever whatsoever, and (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 Loan Party Par Piceance or PPC other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated invalidated, disallowed, 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 Insolvency Proceeding), the validity, extent, perfection, priority priority, or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 avoidance, invalidation invalidation, disallowance, 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Third Priority Secured Party securing the Second Third Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Second Priority Secured Parties securing the First Second 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 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 UCC Uniform Commercial Code or any applicable law or any First Second Priority Document or Second Third Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Second Priority Secured Party securing any of the First Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Third Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Priority Secured Party or Second Third 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 Insolvency Proceeding), the validity, extent, perfection, priority (as set forth herein) or enforceability of any Lien security interest in the Common Collateral granted to the Second Priority Secured Parties; provided that nothing in this Agreement shall be construed to prevent or for impair the benefit rights of the other Second Priority Representative or the Second Priority Secured Parties to enforce this Agreement, including the priority of the Liens as provided in conformity with this Agreement. 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 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 Secured Parties or the Second Priority Secured Parties, the priority and rights as between the First Second Priority Secured Parties and the Second Third Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, 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 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 UCC 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 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 Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. The subordination of the Liens of the Second Priority Secured Parties in and to the Common Collateral in favor of the First Priority Secured Parties provided for herein shall not be deemed to (1) subordinate the Liens of the Second Priority Secured Parties to the Liens of any other Person (including, solely with respect to any portion of the First Priority Obligations in excess of the Cap Amount, the First Priority Secured Parties), (2) subordinate the Second Priority Obligations to any other indebtedness of the Borrower or any other Loan Party, including the First Priority Obligations or (3) prevent the Second Priority Representative from taking all such actions as it shall deem necessary to continue the perfection of the Second Priority Liens on any Second Priority Collateral. (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 Insolvency ProceedingProceeding with respect to any Loan Party), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 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 Secured Parties or the Second Priority Secured Partiesparties, 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, 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 Notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a partydate, and regardless of the time, manner or order of filing or method recordation of any document or instrument or grant, attachment, recording attachment or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second Priority Collateral Agent or the Second Priority Secured Parties on the Common Collateral or of any Liens granted to the First Priority Collateral Agent or the First Priority Secured Parties on the Common Collateral, (ii) any provision of the UCC UCC, the Bankruptcy Code, any applicable law, the Second Priority Documents or the First Priority Documents, (iii) whether the First Priority Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any applicable law or any First Priority Document or Second Priority Document or any other circumstance whatsoever and part of the Common Collateral, (iiiiv) 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 Loan Party other than the Second Priority Obligations or (y) otherwise may be subordinated, voided, avoided, invalidated or lapsed. lapsed or (bv) No First any other circumstance of any kind or nature whatsoever, the Second Priority Secured Party or Collateral Agent, on behalf of itself and each Second Priority Secured Party shall object to or contestParty, or support any other Person in contesting or objecting to, in any proceeding hereby agrees that: (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of a) any Lien granted to on the Common Collateral securing any First Priority Notes Obligations now or for the benefit hereafter held by or on behalf of the other in conformity with this Agreement. Notwithstanding any failure by First Priority Collateral Agent or any First Priority Secured Party or any agent or trustee therefor, regardless of how acquired, whether by judgments, 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 Notes Obligations; and (b) any Lien on the Common Collateral securing any Second Priority Notes Obligations now or hereafter held by or on behalf of the Second Priority Collateral Agent or any Second Priority Secured Party or any agent or trustee therefor, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to perfect its security interests in all Liens on the Common Collateral or securing any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in First Priority Notes Obligations. All Liens on the Common Collateral securing any First Priority Notes Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second Priority Notes Obligations for all purposes, whether or not such Liens securing any First Priority Notes Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The Second Priority Collateral Agent, on behalf of itself and each Second Priority Secured Party, expressly agrees that any Lien purported to be granted to on any Common Collateral as security for the First Priority Secured Parties or the Second Priority Secured PartiesNotes Obligations shall be deemed to be, the priority and rights as between the First Priority Secured Parties shall be deemed to remain, senior in all respects and the Second Priority Secured Parties with respect prior to all Liens on the Common Collateral shall securing any Second Priority Notes Obligations for all purposes, regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, avoided for any reason (including as set forth hereina preferential transfer or a fraudulent conveyance), subordinated for any reason by judicial action to the Liens on the Common Collateral securing any Second Priority Obligations, or legally or otherwise deficient in any manner.

Subordination of Liens. (a) Any Subject to the order of application of proceeds in Section 4.1, any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how or when acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First 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 a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 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 Loan Party 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 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 Secured Parties or the Second Priority Secured PartiesParties (but, for the avoidance of doubt, subject to the order of application of proceeds set forth in Section 4.1, 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. (ai) Any and all Liens now existing or hereafter created or arising in favor of any the Second Priority Secured Party Parties securing the Second Priority Obligations, regardless of how acquired, are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations (other than the Excess First Priority Obligations), (ii) Any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the Excess First Priority Obligations, are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the Second Priority Secured Parties securing the Second Priority Obligations (other than the Excess Second Priority Obligations), and (iii) Any and all Liens now existing or hereafter created or arising in favor of the Second Priority Secured Parties securing the Excess Second Priority Obligations, are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the Excess First Priority Obligations, in each case, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, 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 (iA) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (iiB) any provision of the UCC Uniform Commercial Code or any applicable law or any First Priority Document or Second Priority Document or any other circumstance whatsoever and whatsoever, (iiiC) 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 Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. , and (bD) No First Priority Secured Party or the fact that any such Liens in favor of any Second Priority Secured Party shall object securing any of the Second Priority Obligations are (x) subordinated to or contest, or support any other Person in contesting or objecting to, in Lien securing any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability obligation of any Lien granted to or for the benefit of the Loan Party other in conformity with this Agreement. 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 avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to than the First Priority Secured Parties Obligations or the Second Priority Secured Parties(y) otherwise subordinated, 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 hereinvoided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any the Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, 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 the Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 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 Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Priority Secured Party or nor the 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. Notwithstanding any failure by any First Priority Secured Party or the 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 Secured Parties or the Second Priority Secured PartiesParty, the priority and rights as between the First Priority Secured Parties and the Second Priority Secured Parties Party with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any and all Liens in the Shared Collateral now existing or hereafter created or arising in favor of any Second Junior Priority Secured Party securing the Second Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Second Priority Secured Parties securing the First Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second 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 liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC Uniform Commercial Code or any other applicable law or any First Second Priority Document or Second Junior Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Second Priority Secured Party securing any of the First Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Priority Secured Party or Second Junior Priority Secured Party shall object to or contest, or support any other Person in contesting objecting to or objecting tocontesting, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien on the Second Priority Collateral granted to or for the benefit of the other in conformity with this Agreementany Second Priority Secured Party. Notwithstanding any failure by any First Priority Secured Party or Second Priority Secured Party to perfect its security interests in Lien on the Common Second Priority Collateral granted to such Second Priority Secured Party or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in Lien on the Common Second Priority 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 Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, with respect to the Common Shared Collateral shall be as set forth herein.

Subordination of Liens. During the First Lien Obligation Period: (a) Any any and all Liens now existing or hereafter created or arising in favor of any Second Priority Lien Secured Party securing the Second Priority Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Lien Secured Parties securing the First Priority Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority 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 UCC Uniform Commercial Code or any applicable law or any First Priority Lien Document or Second Priority Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Lien Secured Party securing any of the First Priority Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.; and (b) No no First Priority Lien Secured Party or Second Priority 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Collateral granted pursuant to or for the benefit of the other in conformity with this Agreementany Collateral Document. Notwithstanding any failure by any First Priority Secured Party or Second Priority Secured Party to perfect its any 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 Secured Parties or the Second Priority Secured Parties, the priority and rights as between the First Priority Lien Secured Parties and the Second Priority Lien Secured Parties with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing Counterparty in the Second Priority ObligationsCredit Agreement Primary Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation subrogation, or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation operation, and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Credit Agreement Secured Parties securing in the First Priority ObligationsCredit Agreement Primary Collateral, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party Counterparty may now or hereafter be a party, and regardless of the time, order order, or method of grant, attachment, recording recording, or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any First Priority Credit Agreement Document or Second Priority Secured Counterparty Document or any other circumstance whatsoever whatsoever, and (iii) the fact that any such Liens in favor of any First Priority Credit Agreement Secured Party securing any of the First Priority Obligations are (xA) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Secured Counterparty Obligations or (yB) otherwise subordinated, voided, avoided, invalidated invalidated, or lapsed. (b) No First Priority Any and all Liens now existing or hereafter created or arising in favor of any Credit Agreement Secured Party in the Secured Counterparty Primary Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation, or otherwise are expressly junior in priority, operation, and effect to any and all Liens now existing or hereafter created or arising in favor of the Secured Counterparties in the Secured Counterparty Primary Collateral, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Credit Agreement 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 Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any Credit Agreement Document or Secured Counterparty Document or any other circumstance whatsoever, and (iii) the fact that any such Liens in favor of any Secured Counterparty are (A) subordinated to any Lien securing any obligation of any Loan Party other than the Credit Agreement Obligations or (B) otherwise subordinated, voided, avoided, invalidated, or lapsed. (c) Any and all Liens now existing or hereafter created or arising in favor of any Secured Counterparty (the “Secondary Secured Counterparty”) in the Secured Counterparty Primary Collateral of another Secured Counterparty (the “Primary Secured Counterparty”), regardless of how acquired, whether by grant, statute, operation of law, subrogation, or otherwise are expressly junior in priority, operation, and effect to any and all Liens now existing or hereafter created or arising in favor of such Primary Secured Counterparty in the Secured Counterparty Primary Collateral of such Primary Secured Counterparty, notwithstanding (i) anything to the contrary contained in any agreement or filing to which such Secondary Secured Counterparty 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 Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any Secured Counterparty Document or any other circumstance whatsoever, and (iii) the fact that any such Liens in favor of such Primary Secured Counterparty are (A) subordinated to any Lien securing any obligation of any Loan Party other than such Primary Secured Counterparty’s Secured Counterparty Obligations or (B) otherwise subordinated, voided, avoided, invalidated, or lapsed. (d) Any and all Liens now existing or hereafter created or arising in favor of Sowood in the Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation, or otherwise are expressly junior in priority, operation, and effect to any and all Liens now existing or hereafter created or arising in favor of the Credit Agreement Secured Parties or the Secured Counterparties in the Collateral, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Credit Agreement Secured Party or Second Priority Secured Counterparty 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 Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any Credit Agreement Document, Secured Counterparty Document, or Sowood Document or any other circumstance whatsoever, and (iii) the fact that any such Liens in favor of any Credit Agreement Secured or Secured Counterparty are (A) subordinated to any Lien securing any obligation of any Loan Party other than Sowood Obligations or (B) otherwise subordinated, voided, avoided, invalidated, or lapsed. (e) None of any Credit Agreement Secured Party, any Secured Counterparty, or Sowood 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 (consistent with this Agreement), or enforceability of any Lien security interest in the Collateral granted to or for the benefit of the other in conformity with this Agreementother. Notwithstanding any failure by any First Priority Credit Agreement Secured Party Party, any Secured Counterparty, or Second Priority Secured Party Sowood 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 Secured Parties or the Second Priority Credit Agreement Secured Parties, the Secured Counterparties, or Sowood, the priority and rights as between among the First Priority Credit Agreement Secured Parties Parties, the Secured Counterparties, and the Second Priority Secured Parties Sowood with respect to the Common Collateral shall be as set forth hereinin this Agreement. (f) The provisions of this Agreement are intended solely to govern the respective Lien priorities as among the Credit Agreement Secured Parties, the Secured Counterparties, and Sowood and shall not impose on the Credit Agreement Secured Parties, the Secured Counterparties, or Sowood any obligations in respect of any Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Subordination of Liens. (a) Any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Lien 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 a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 securing any of the First Priority Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor 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 objecting to or objecting tocontesting, in any proceeding (including 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 or for the benefit of the other in conformity with this Agreementany First Priority Creditor. Notwithstanding any failure by any First Priority Secured Party or Second to perfect its Lien on the First Priority Collateral granted to such First 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 Lien on the Common First Priority 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 Parties, on the one hand, and the Second Priority Secured Parties Parties, on the other hand, with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any Subject to the order of application of proceeds in Section 4.1, any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how or when acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First 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 a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 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 Loan Party 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 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 Secured Parties or the Second Priority Secured PartiesParties (but, for the avoidance of doubt, subject to the order of application of proceeds set forth in Section 4.1), 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. Until the First Priority Obligations Payment Date: (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to any other Secured Party, provided that nothing in this Section 2.01(b) shall be construed to prevent or for limit any party hereto from instituting any such suit or other proceeding to enforce the benefit terms of the other in conformity with this Agreement. No Second Priority Secured Party shall take, or cause to be taken, any action the purpose of which is to make any Second Priority Lien pari passu with or senior to the First Priority Lien. (c) 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 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 such Secured Parties or the Second Priority Secured PartiesParty, the priority and rights as between among the First Priority Secured Parties and the Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein. (d) Nothing in this Agreement shall affect the right of any Secured Party to receive payments of interest, principal and other required amounts in respect of their respective Secured Obligations unless the payment or receipt thereof is expressly prohibited by this Agreement or any of the Finance Documents.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, 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 a party, and regardless of the time, order or method of grant, attachment, registration, 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 UCC Uniform Commercial Code (or analogous law in any applicable jurisdiction) 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 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 Loan Party 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 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 Secured Parties or the Second Priority Secured Partiesparties, 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Priority Secured Party securing the Second Lien Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Priority Secured Parties securing the First Lien Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or Uniform Commercial Code, any applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Lien Priority Secured Party or Second Lien 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. Notwithstanding any failure by any First Lien Priority Secured Party or Second Lien 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 Lien Priority Secured Parties or the Second Lien Priority Secured Parties, the priority and rights as between the First Lien Priority Secured Parties and the Second Lien Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority 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 UCC Uniform Commercial Code or any applicable law or any First Priority Lien Document or Second Priority Lien Document or any 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 Liens are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No Any and all Third Priority Liens now existing or hereafter created or arising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Third 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 Third Lien Document or any other circumstance whatsoever and (iii) the fact that any such First Priority Liens are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Third Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (c) Any and all Third Priority Liens now existing or hereafter created or arising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all Second Priority Liens now existing or hereafter created or arising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Third 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 Second Lien Document or Third Lien Document or any other circumstance whatsoever and (iii) the fact that any such Second Priority Liens are (x) subordinated to the First Priority Liens and any other Lien securing any obligation of any Loan Party other than the Third Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (d) No Second Lien Secured Party and no Third 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of the First Priority Lien in the Common Collateral granted to any First Lien Secured Party. No Second Lien Secured Party and no Third Lien Secured Party shall take, or cause to be taken, any action the purpose of which is to make any Second Priority Lien or Third Priority Lien pari passu with or senior to the First Priority Lien. It is understood that nothing in this clause (d) is intended to prohibit any Second Lien Secured Party or Third Lien Secured Party from exercising any rights expressly granted to it under this Agreement. (e) No Second Priority 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to any Second Lien Secured Party. No Third Lien Secured Party shall take, or for cause to be taken, any action the benefit purpose of which is to make any Third Priority Lien pari passu with or senior to the other Second Priority Lien. It is understood that nothing in conformity with this clause (e) is intended to prohibit any Third Lien Secured Party from exercising any rights expressly granted to it under this Agreement. . (f) 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 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 such Secured Parties or the Second Priority Secured PartiesParty, the priority and rights as between among 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, 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 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 UCC 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 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 Loan Party 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 including, without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 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 Secured Parties or the Second Priority Secured Partiesparties, 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. (c) Each Secured Party shall be solely responsible for perfecting and maintaining the perfection of its Lien in and to each item constituting the Common Collateral in which such Secured Party has been granted a Lien. The provisions of this Agreement are intended solely to govern the respective Lien priorities as among the Secured Parties and shall not impose on any Secured Party any obligations in respect of the disposition of proceeds of any Common Collateral that would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law. Each Secured Party agrees that it will not institute or join in any contest of the validity, perfection, priority or enforceability of the Liens of any other Secured Party in the Common Collateral.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, 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 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 UCC 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 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 Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Priority Secured Party Credit Agreement Lender 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 Insolvency Proceeding), the validity, extent, perfection, priority (as set forth in Section 2.1) or enforceability of any Lien in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 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 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. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party shall take, or for cause to be taken, any action the benefit purpose of which is to make any Second Priority Lien, as applicable, pari passu with or senior to the other First Priority Lien. It is understood that nothing in conformity with this Section 2.1(b) is intended to prohibit any Second Priority Secured Party from exercising any rights expressly granted to it under this Agreement. . (c) Notwithstanding any failure by any First Priority Secured Party or Second Priority Secured Party to perfect any or all of its security interests in the Common Collateral 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 Common Collateral granted to the First Priority such Secured Parties or the Second Priority Secured PartiesParty, the priority and rights as between among 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, 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 a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoingforegoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry), (ii) any provision of the UCC Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document or Second Priority Document Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or Second Priority Secured Party shall object to or contestotherwise are expressly junior in priority, or support any other Person in contesting or objecting operation and effect to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien granted to or for the benefit of the other in conformity with this Agreement. 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 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 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. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Junior Priority Secured Party securing the Second Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, 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 Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC Uniform Commercial Code or any applicable law or any First Priority Document or Second Junior Priority Document or any 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 are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Junior 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 Insolvency Proceeding), the validity, extent, perfection, priority (as set forth herein) or enforceability of any Lien security interest in the Common Collateral granted to the Secured Parties; provided that nothing in this Agreement shall be construed to prevent or for impair the benefit rights of the other First Priority Representative or the First Priority Secured Parties to enforce this Agreement, including the priority of the Liens as provided in conformity with this Agreement. 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 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 Secured Parties or the Second Priority Secured Parties, the priority and rights as between the First Priority Secured Parties and the Second Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any and all Liens on assets of any Loan Party now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens on assets of any Loan Party now existing or hereafter created or arising in favor of the First 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 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 UCC 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 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 Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No The First Priority Representative, on behalf of itself and the other First Priority Secured Party or Parties, acknowledges and agrees that the Second Priority Representative on behalf of itself and the other Second Priority Secured Party shall object to or contestParties, 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 Lien has been granted to or for the benefit Liens upon all of the Common Collateral, and the First Priority Representative, on behalf of itself and the other in conformity with this Agreement. Notwithstanding any failure by any First Priority Secured Parties, hereby consents thereto. The subordination of Liens on assets of any Loan Party by the Second Priority Representative in favor of the First Priority Representative shall not be deemed to subordinate such Liens of the Second Priority Representative (or any Second Priority Secured Party Party) to perfect its security interests in any Liens other than (x) the Common Collateral or any avoidance, invalidation or subordination by any third party or court Liens 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 securing the First Priority Secured Parties Obligations and (y) Liens that are permitted under the Second First Priority Secured Parties with respect Documents to be senior to the Common Collateral shall be as set forth hereinFirst Priority Liens, and (z) Liens permitted pursuant to Section 5 hereof.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise are expressly junior and subordinated in all respects in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First 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 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 UCC 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 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 Loan Party 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the Common Collateral granted to or for the benefit of the other in conformity with this Agreementother. 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 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 Secured Parties or the Second Priority Secured Partiesparties, 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. (c) This Agreement is intended to implement the subordination of any and all Liens in the Common Collateral securing the Second Priority Obligations to any and all Liens in the Common Collateral securing the First Priority Obligations and is not intended to create a subordination in right of payment of any Second Priority Obligations to any First Priority Obligations.

Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor 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 Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien security interest in the ABL Priority Collateral granted to any other Secured Party. No Second Priority Secured Party shall take, or for cause to be taken, any action the benefit purpose of which is to make any Second Priority Lien, as applicable, pari passu with or senior to the other First Priority Lien. It is understood that nothing in conformity with this Section 2.1(b) is intended to prohibit any Second Priority Secured Party from exercising any rights expressly granted to it under this Agreement. . (c) Notwithstanding any failure by any First Priority Secured Party or Second Priority Secured Party to perfect any or all of its security interests in the Common ABL Priority Collateral 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 Common ABL Priority Collateral granted to the First Priority such Secured Parties or the Second Priority Secured PartiesParty, the priority and rights as between among the First Priority Secured Parties and the Second Priority Secured Parties with respect to the Common ABL Priority Collateral shall be as set forth herein.

Subordination of Liens. (a) Any and all Liens in or on the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, 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 a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC 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 securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor 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 objecting to or objecting tocontesting, in any proceeding (including 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 or for the benefit of the other in conformity with this Agreementany First Priority Secured Party. Notwithstanding any failure by any First Priority Secured Party or Second to perfect its Lien on the First Priority Collateral granted to such First 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 Lien on the Common First Priority 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 Parties, on the one hand, and the Second Priority Secured Parties Parties, on the other hand, with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. (a) Any and all Liens in the Shared Collateral now existing or hereafter created or arising in favor of any Second Junior Priority Secured Party securing the Second Junior Priority Obligations, regardless of how acquired, whether by grantxxxxx, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise, are expressly junior and subordinated in all respects in priority, 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 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 liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC Uniform Commercial Code or any other applicable law or any First Priority Document or Second Junior Priority Document or any 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 are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Priority Secured Party or Second Junior Priority Secured Party shall object to or contest, or support any other Person in contesting objecting to or objecting tocontesting, in any proceeding (including including, without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien on the First Priority Collateral granted to or for the benefit of the other in conformity with this Agreementany First Priority Secured Party. Notwithstanding any failure by any First Priority Secured Party or Second to perfect its Lien on the First Priority Collateral granted to such First 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 Lien on the Common First Priority 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 Parties, on the one hand, and the Second Junior Priority Secured Parties Parties, on the other hand, with respect to the Common Shared Collateral shall be as set forth herein.