Common use of Subordination of Second Liens Clause in Contracts

Subordination of Second Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Secured Party, or in favor of Collateral Agent for the benefit of Second Lien Secured Parties, securing the Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Secured Parties, or in favor of Collateral Agent for the benefit of First Lien Secured Parties, securing the First Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other 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 Lien Document or Second Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Secured Party or in favor of the Collateral Agent for the benefit of First Lien Secured Parties securing any of the First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Lien Secured Party or Second Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other or to the Collateral Agent. Notwithstanding any failure by any First Lien Secured Party or Second Lien Secured Party or by Collateral Agent on their behalf 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 Secured Parties or the Second Lien Secured Parties, or to the Collateral Agent for their benefit, the priority and rights as between the First Lien Secured Parties and the Second Lien Secured Parties with respect to the Common Collateral and proceeds thereof shall be as set forth herein.

Subordination of Second Liens. (a) Any and all All Second Liens now existing or hereafter created or arising in favor respect of any Second Lien Secured Party, or in favor of Collateral Agent for the benefit of Second Lien Secured Parties, securing the Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly subordinated and made junior in right, priority, operation and effect to any and all First Liens now existing or hereafter created or arising in favor respect of the First Lien Secured Parties, or in favor of Collateral Agent for the benefit of First Lien Secured Parties, securing the First Lien Obligationssuch Collateral, notwithstanding (i) anything to the contrary contained in any agreement or filing to which this Agreement, the Second Lien Credit Agreement, any Second Lien Secured Party may now Security Document or hereafter be a partyany other agreement or instrument to the contrary, and regardless irrespective of the time, order or method of grantcreation, attachment, recording attachment or perfection of any financing statements or other such Second Liens and First Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the First Lien Obligations may be increased as contemplated in the definition of such term, (ii) any provision a portion of the UCC or any applicable law or any First Lien Document Obligations consists or Second Lien Document may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or any other circumstance whatsoever from time to time may be increased or reduced and subsequently reborrowed and (iii) the fact that any such Liens in favor of any First Lien Secured Party or in favor of the Collateral Agent for the benefit of First Lien Secured Parties securing any of the First Lien Obligations are may be extended, renewed or otherwise amended or modified, or secured with additional Collateral (x) subordinated the Liens on which, to any the extent they secure First Lien securing any obligation Obligations, shall become First Liens), from time to time, all without affecting the subordination of any Credit Party other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Lien Secured Party or Second Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other or to the Collateral Agent. Notwithstanding any failure by any First Lien Secured Party or Second Lien Secured Party or by Collateral Agent on their behalf 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 Secured Parties Liens hereunder or the Second Lien Secured Parties, or to provisions of this Agreement defining the Collateral Agent for their benefit, the priority and relative rights as between of the First Lien Secured Parties and the Second Lien Secured Parties Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, renewal or restatement of either the Second Lien Obligations or the First Lien Obligations, by the securing of any First Lien Obligations with respect any additional Collateral or guarantees (the Liens on which, to the Common extent they secure First Lien Obligations, shall become First Liens), by the release of any Collateral or any guarantees securing or supporting any First Lien Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any First Lien Obligation or Second Lien Obligation, or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. Without limiting the foregoing, existing or future First Lien Obligations of any class may be secured by Collateral subject to Second Liens, and proceeds thereof shall the Liens on such Collateral securing such First Lien Obligations will constitute First Liens entitled to the benefit of this Agreement. (c) It is further acknowledged that the First Lien Obligations are or may in the future be secured by Liens on Collateral other than the Collateral subject to the Second Liens. It is agreed that the First Lien Collateral Agent will have no obligation to proceed first against any such other Collateral securing the First Lien Obligations or to exercise any other remedies available to it as a condition to obtaining the benefits of this Article II. (d) The Second Lien Collateral Agent acknowledges receipt of copies of the First Lien Credit Agreement and the First Lien Guarantee and Collateral Agreement as in effect on the date hereof. The Company hereby represents, warrants and confirms that the Second Lien Credit Agreement and the principal Second Lien Security Documents (other than any account control or “lock-box” agreements) contain the provisions set forth in Annex I hereto under which the Second Lien Secured Parties agree to, and subject their rights to the provisions of, this Agreement as set forth hereintherein (it being agreed that references in any such provisions to the Existing LLSIA rather than to this Agreement will be sufficient for such purposes).

Subordination of Second Liens. (a) Any and all Liens granted by Obligor now existing or hereafter created or arising in favor of any Second Lien Secured Party, or in favor of Collateral Agent for the benefit of Second Lien Secured Parties, securing the Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all Liens granted by Obligor now existing or hereafter created or arising in favor of the First Lien Secured Parties, or in favor of Collateral Agent for the benefit of First Lien Secured Parties, securing the First Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other 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 Lien Document or Second Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Secured Party or in favor of the Collateral Agent for the benefit of First Lien Secured Parties securing any of the First Lien Obligations are (x) subordinated to any Lien granted by Obligor securing any obligation of any Credit Party the Obligor other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Lien Secured Party or Second Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other or to the Collateral Agent. Notwithstanding any failure by any First Lien Secured Party or Second Lien Secured Party or by Collateral Agent on their behalf 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 Secured Parties or the Second Lien Secured Parties, or to the Collateral Agent for their benefit, the priority and rights as between the First Lien Secured Parties and the Second Lien Secured Parties with respect to the Common Collateral and proceeds thereof shall be as set forth herein.

Subordination of Second Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Secured Party, or in favor of Collateral Agent for the benefit of Second Lien Secured Parties, securing the Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Secured Parties, or in favor of Collateral Agent for the benefit of First Lien Secured Parties, securing the First Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other 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 Lien Document or Second Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Secured Party or in favor of the Collateral Agent for the benefit of First Lien Secured Parties securing any of the First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Credit Party Obligor other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) . No First Lien Secured Party or Second Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other or to the Collateral Agent. Notwithstanding any failure by any First Lien Secured Party or Second Lien Secured Party or by Collateral Agent on their behalf 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 Secured Parties or the Second Lien Secured Parties, or to the Collateral Agent for their benefit, the priority and rights as between the First Lien Secured Parties and the Second Lien Secured Parties with respect to the Common Collateral and proceeds thereof shall be as set forth herein.

Subordination of Second Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Secured Party, or in favor of Collateral Agent for the benefit of Second Lien Secured Parties, securing the Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Secured Parties, or in favor of Collateral Agent for the benefit of First Lien Secured Parties, securing the First Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other 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 Lien Document or Second Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Secured Party or in favor of the Collateral Agent for the benefit of First Lien Secured Parties securing any of the First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Credit Party Obligor other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Lien Secured Party or Second Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other or to the Collateral Agent. Notwithstanding any failure by any First Lien Secured Party or Second Lien Secured Party or by Collateral Agent on their behalf 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 Secured Parties or the Second Lien Secured Parties, or to the Collateral Agent for their benefit, the priority and rights as between the First Lien Secured Parties and the Second Lien Secured Parties with respect to the Common Collateral and proceeds thereof shall be as set forth herein.

Subordination of Second Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Secured Party, or in favor of Collateral Agent for the benefit of Second Lien Secured Parties, securing the Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Secured Parties, or in favor of Collateral Agent for the benefit of First Lien Secured Parties, securing the First Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other 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 Lien Document or Second Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Secured Party or in favor of the Collateral Agent for the benefit of First Lien Secured Parties securing any of the First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Lien Secured Party or Second Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other or to the Collateral Agent. Notwithstanding any failure by any First Lien Secured Party or Second Lien Secured Party or by Collateral Agent on their behalf 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 Secured Parties or the Second Lien Secured Parties, or to the Collateral Agent for their benefit, the priority and rights as between the First Lien Secured Parties and the Second Lien Secured Parties with respect to the Common Collateral and proceeds thereof shall be as set forth herein.are

Subordination of Second Liens. (a) Any and all All Second Liens now existing or hereafter created or arising in favor respect of any Second Lien Secured Party, or in favor of Collateral Agent for the benefit of Second Lien Secured Parties, securing the Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly subordinated and made junior in right, priority, operation and effect to any and all First Liens now existing or hereafter created or arising in favor respect of the First Lien Secured Parties, or in favor of Collateral Agent for the benefit of First Lien Secured Parties, securing the First Lien Obligationssuch Collateral, notwithstanding (i) anything to the contrary contained in any agreement or filing to which this Agreement, the Second Lien Credit Agreement, any Second Lien Secured Party may now Security Document or hereafter be a partyany other agreement or instrument to the contrary, and regardless irrespective of the time, order or method of grantcreation, attachment, recording attachment or perfection of any financing statements or other such Second Liens and First Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the First Lien Obligations may be increased as contemplated in the definition of such term, (ii) any provision a portion of the UCC or any applicable law or any First Lien Document Obligations consists or Second Lien Document may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or any other circumstance whatsoever from time to time may be increased or reduced and subsequently reborrowed and (iii) the fact that any such Liens in favor of any First Lien Secured Party or in favor of the Collateral Agent for the benefit of First Lien Secured Parties securing any of the First Lien Obligations are may be extended, renewed or otherwise amended or modified, or secured with additional Collateral (x) subordinated the Liens on which, to any the extent they secure First Lien securing any obligation Obligations, shall become First Liens), from time to time, all without affecting the subordination of any Credit Party other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Lien Secured Party or Second Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other or to the Collateral Agent. Notwithstanding any failure by any First Lien Secured Party or Second Lien Secured Party or by Collateral Agent on their behalf 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 Secured Parties Liens hereunder or the Second Lien Secured Parties, or to provisions of this Agreement defining the Collateral Agent for their benefit, the priority and relative rights as between of the First Lien Secured Parties and the Second Lien Secured Parties Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, renewal or restatement of either the Second Lien Obligations or the First Lien Obligations, by the securing of any First Lien Obligations with respect any additional Collateral or guarantees (the Liens on which, to the Common extent they secure First Lien Obligations, shall become First Liens), by the release of any Collateral or Guarantees securing any First Lien Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any First Lien Obligation or Second Lien Obligation, or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. Without limiting the foregoing, existing or future First Lien Obligations of any class may be secured by Collateral subject to Second Liens, and proceeds thereof shall the Liens on such Collateral securing such First Lien Obligations will constitute First Liens entitled to the benefit of this Agreement. (c) It is further acknowledged that the First Lien Obligations are or may in the future be secured by Liens on Collateral other than the Collateral subject to the Second Liens, including Liens on certain real properties of the Company and its subsidiaries. It is agreed that the First Lien Collateral Agent will have no obligations to proceed against any such other Collateral securing the First Lien Obligations or to exercise any other remedies available to it as a condition to obtaining the benefits of this Article II. (d) The Second Lien Collateral Agent acknowledges receipt of copies of the First Lien Credit Agreement and the First Lien Guarantee and Collateral Agreement as in effect on the date hereof. The Company hereby represents, warrants and confirms that the Second Lien Credit Agreement and the principal Second Lien Security Documents (other than any account control or “lock-box” agreements) contain the provisions set forth in Annex I hereto under which the Second Lien Secured Parties agree to, and subject their rights to the provisions of, this Agreement as set forth hereintherein.