Common use of Relative Priorities Clause in Contracts

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Collateral Agent or the Lenders in respect of all or any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Secured Party agrees that Liens on any Common Collateral securing the Credit Obligations and the Notes Obligations shall be of equal priority. (b) Each Secured Party agrees that, notwithstanding (x) any provision of any Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Collateral securing any Credit Obligation or Notes Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such Secured Party takes any action to enforce rights or exercise remedies in respect of any Common Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Collateral in any Insolvency or Liquidation Proceeding of the Company or any other Grantor, then the proceeds of any sale, collection or other liquidation of any Common Collateral obtained by such Secured Party on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Secured Party (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Party; (ii) SECOND, subject to Section 2.02, to the payment in full of all other Credit Obligations (other than Excess Credit Obligations) and Notes Obligations secured by a Lien on such Common Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations ratably in accordance with the amounts of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding on the date of such application); (iii) THIRD, after payment in full of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations, to the payment in full of the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit Obligations, to the Company or its successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged that the Credit Obligations and the Notes Obligations may, subject to the limitations set forth in the then extant Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if an Event of Default has occurred and is continuing and (i) such Collateral Agent or any of its Related Secured Party Parties takes any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor (including any adequate protection payments) or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds or distributions of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable all amounts owing to and all costs and expensesexpenses incurred by any Collateral Agent, the Credit Agreement Administrative Agent and the Initial Additional First Lien Collateral Agent (in their capacities as such), pursuant to the terms of any Secured Credit Document or in connection with any enforcement of rights or exercise of remedies pursuant thereto, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale court costs and the exercise reasonable fees and expenses of any other rights or remediesagents and legal counsel and, and of all proper fees, expenses, liability and advancesin each case, including reasonable legal all costs and expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Partyin enforcing its rights to obtain such payment; (ii) SECOND, subject to Section 2.02, 2.02 to the payment in full of all other Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application);; provided that following the commencement of any Insolvency or Liquidation Proceeding with respect to any Grantor, solely as among the holders of First Lien Obligations and solely for purposes of this clause SECOND and not any other documents governing First Lien Obligations, in the event the value of the Shared Collateral is not sufficient for the entire amount of Post-Petition Interest on the First Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other Bankruptcy Law in such Insolvency or Liquidation Proceeding, the amount of First Lien Obligations of each Class of First Lien Obligations constituting Post-Petition Interest shall include only the maximum amount of Post-Petition Interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other Bankruptcy Law in such Insolvency or Liquidation Proceeding; and (iii) THIRD, after payment in full of all the Credit Obligations (other than Excess Credit Obligations) and Notes First Lien Obligations, to the payment in full of Borrower and the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit Obligations, to the Company other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) For the avoidance of doubt, any amounts to be distributed pursuant to this Section 2.01 shall be distributed by the Controlling Collateral Agent to each Non-Controlling Collateral Agent for further distribution to its Related Secured Parties. (d) It is acknowledged that the Credit First Lien Obligations and the Notes Obligations of any Class may, subject to the limitations set forth in the then extant Secured Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement Parties of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such lawsClass. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if an Event of Default has occurred and is continuing and (i) such Collateral Agent or any of its Related Secured Party Parties takes any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable all amounts owing to and all costs and expensesexpenses incurred by any Collateral Agent, the Credit Agreement Administrative Agent and the Initial Additional First Lien Collateral Agent (in their capacities as such), pursuant to the terms of any Secured Credit Document or in connection with any enforcement of rights or exercise of remedies pursuant thereto, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale court costs and the exercise reasonable fees and expenses of any other rights or remediesagents and legal counsel and, and of all proper fees, expenses, liability and advancesin each case, including reasonable legal all costs and expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Partyin enforcing its rights to obtain such payment; (ii) SECOND, subject to Section 2.02, 2.02 to the payment in full of all other Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application);; and (iii) THIRD, after payment in full of all the Credit Obligations (other than Excess Credit Obligations) and Notes First Lien Obligations, to the payment in full of Borrower and the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit Obligations, to the Company other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) For the avoidance of doubt, any amounts to be distributed pursuant to this Section 2.01 shall be distributed by the Controlling Collateral Agent to each Non-Controlling Collateral Agent for further distribution to its Related Secured Parties. (d) It is acknowledged that the Credit First Lien Obligations and the Notes Obligations of any Class may, subject to the limitations set forth in the then extant Secured Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement Parties of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such lawsClass. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable lawcircumstance whatsoever, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral each Agent, in each casefor itself and on behalf of its Related Secured Parties, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Secured Party agrees that valid and perfected Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. ; provided that the Priority Payment Lien Obligations will have priority as set forth below to the Proceeds of or other payments or distributions on Shared Collateral (bwhether upon a foreclosure after the occurrence of an Event of Default or in an Insolvency Proceeding, including all adequate protection payments made in any Insolvency Proceeding in respect of any sale of the Shared Collateral) and will be repaid in full prior to the repayment of any Pari Passu Lien Obligations. Each Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such an Event of Default shall have occurred and is continuing and any Secured Party takes is taking any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)3.01), or (ii) any distribution distribution, payment, compromise or settlement of any kind (whether in cash, securities under a confirmed plan of reorganization or other propertyotherwise) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of any of the Company Pulitzer Entities or (iii) any other GrantorSecured Party receives any payment with respect to any Shared Collateral, then then, in the case of each of the foregoing clauses (i), (ii) and (iii), such cash and non-cash payments, distributions or the proceeds of any such sale, collection or other liquidation liquidation, or payments in respect, of any Common Shared Collateral obtained by such Secured Party on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by any such Secured Party (all such cash or non-cash proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) : FIRST, ratably to the payment of reasonable all fees, costs and expensesexpenses owing to the Revolving Collateral Agent, the Revolving Agent and any other agent or collateral agent in respect of the Priority Payment Lien Obligations pursuant to the terms of the Revolving Credit Facility or any document related to the Priority Payment Lien Obligations, including all amounts expended to preserve the value in respect of the Common Collateral, any such enforcement of foreclosure rights or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Party; (ii) ; SECOND, subject to Section 2.02, to the payment in full of all other Credit any Priority Payment Lien Obligations (other than Excess Credit Obligationsincluding, for the avoidance of doubt, an amount equal to any Post-Petition Interest) and Notes Obligations secured by a Lien valid and perfected lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such the Revolving Credit Obligations Facilty and Notes Obligations any Classes of Additional Priority Payment Lien Obligations, ratably in accordance with the amounts of the Revolving Credit Obligations (other than Excess Credit Obligations) and Notes Additional Priority Payment Lien Obligations outstanding of each such Class on the date of such applicationapplication until the Discharge of the Priority Payment Lien Obligations); (iii) ; THIRD, after ratably to the payment of all fees, costs and expenses owing to the Term Loan Collateral Agent, the Term Loan Agent, the Notes Collateral Agent, the Notes Trustee and any other Collateral Agent in full respect of the Credit Pari Passu Lien Obligations (other than Excess Credit pursuant to the terms of any document related to the Pari Passu Lien Obligations) and Notes Obligations, including in respect of any such enforcement of rights or exercise of remedies; FOURTH, to the payment in full of the Excess Pari Passu Lien Obligations (including, for the avoidance of doubt, an amount equal to any Post-Petition Interest) secured by a valid and perfected lien on such Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among the Pari Passu Credit Obligations Facility, the Notes and any classes of Additional Pari Passu Lien Obligations, ratably in accordance with the applicable Credit Documents; (iv) FOURTHamounts of the Term Loan Facility, the Notes Obligations and Additional Pari Passu Lien Obligations of each such Class on the date of such application; and FIFTH, after payment in full of all the Excess Credit First Lien Obligations, to the Company holders of any junior Liens on the Shared Collateral and thereafter to the Pulitzer Entities or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. . The parties to this Agreement (cincluding the Pulitzer Entities) It is acknowledged shall irrevocably agree that this Agreement (including the provisions described in Section 2.01(b)) constitutes a “subordination agreement” within the meaning of both New York law, Section 510(a) of the Bankruptcy Code and any other applicable law, and that the Credit terms hereof will survive, and will continue in full force and effect and be binding upon each of the parties hereto, in any Insolvency Proceeding. To further effectuate the intent, understanding, and agreement of the Secured Parties with respect to the Priority Payment Lien Obligations, on the one hand, and the Secured Parties with respect to the Pari Passu Lien Obligations, on the other hand, (x) if it is held (in the context of a confirmed plan of reorganization or otherwise) that the claims against any of the Pulitzer Entities in respect of the Priority Payment Lien Obligations and the Notes Pari Passu Lien Obligations mayagainst the Shared Collateral constitute only one secured claim (rather than separate classes of claims), subject to then the limitations set forth Secured Parties in respect of the then extant Credit Documents Priority Payment Lien Obligations and the Secured Parties in respect of the Pari Passu Lien Obligations, expressly acknowledge and agree that all distributions, payments, compromises, or Notes Documentssettlements of any kind (under a confirmed plan of reorganization or otherwise) made in respect of any Shared Collateral in any Insolvency Proceeding, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced after an Event of Default or otherwise amended shall be deemed for all purposes with respect to this Agreement and such Insolvency Proceeding to have been made as if there were separate classes of senior and junior secured claims against the Pulitzer Entities in respect of the Shared Collateral, with the effect being that the Secured Parties in respect of the Priority Payment Lien Obligations shall be entitled to and shall receive from the Shared Collateral, in addition to amounts distributed to them in respect of principal, pre-petition interest, and other claims, Post-Petition Interest on the Priority Payment Lien Obligations before any distribution is or modified from time to timemay be made in respect of the claims secured by the Shared Collateral, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining Liens thereon, securing the relative rights Pari Passu Lien Obligations, and (y) each Secured Party in respect of the Secured Parties. Pari Passu Lien Obligations (d) Neither Collateral Agent shall be required whether directly or through its Agent), further expressly acknowledges and agrees to marshal any present either turn over to, or future collateral security (including, but not limited direct the Pulitzer Entities to pay directly to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Revolving Collateral Agent, for and on behalf payment to the holders of itself and the LendersPriority Payment Lien Obligations, acknowledges and agrees that, prior hereto, Notes all amounts otherwise received or receivable by them from the Shared Collateral Agentor in respect of the Liens thereon securing the Pari Passu Lien Obligations to the extent needed to effectuate the intent of this provision to ensure that the Priority Payment Lien Obligations (including, for the benefit avoidance of itself doubt, those related to Post-Petition Interest) are paid in full and the Notes Secured Parties, has been granted Liens upon all Discharge of the Common Collateral in which Priority Payment Lien Obligations shall have occurred, even if such turnover of amounts has the Credit Collateral Agent has also been granted Liens and effect of reducing the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all amount of the Common Collateral recovery and/or claims of the Secured Parties in which respect of the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents theretoPari Passu Lien Obligations.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), the Agent, the Senior Secured Notes Trustee and each Collateral Agent, for itself and on behalf of its Related Secured Party agrees Parties, agree that valid and perfected Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority; provided that the Priority Payment Lien Obligations will have priority as set forth below to the Proceeds of or other payments or distributions on Shared Collateral upon a foreclosure or in an Insolvency or Liquidation Proceeding including without limitation all adequate protection payments made in any Insolvency or Liquidation Proceeding in respect of the Shared Collateral and will be repaid in full prior to the repayment of the Senior Secured Notes and any Additional Pari Passu Lien Indebtedness. (b) Each The Agent, the Senior Secured Party agrees Notes Trustee and each Collateral Agent, for itself and on behalf of its Related Secured Parties, agree that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) an Event of Default shall have occurred and is continuing and the Agent, the Senior Secured Notes Trustee or such Collateral Agent or any of its Related Secured Party takes Parties is taking any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution distribution, payment, compromise or settlement of any kind (whether in cash, securities under a confirmed plan of reorganization or other propertyotherwise) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) the Agent, the Senior Secured Notes Trustee or such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the cash and non-cash payments distributions or the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by the Agent, the Senior Secured Notes Trustee or such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such cash or non-cash distributions or payments received by the Agent, the Senior Secured Notes Trustee or such Collateral Agent or any of its Related Secured Party Parties (all such cash or non-cash proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to (A) to the payment of reasonable costs and expenses, including all amounts expended owing to preserve the value of Credit Agreement Collateral Agent or the Common Collateral, of foreclosure or suit, if any, and of such sale and Agent for the exercise Priority Payment Lien Obligations (in their respective capacities as such) pursuant to the terms of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Party; (ii) SECOND, subject to Section 2.02, to the payment in full of all other Credit Obligations (other than Excess Credit Obligations) and Notes Obligations secured by a Lien on such Common Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations ratably in accordance with the amounts of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding on the date of such application); (iii) THIRD, after payment in full of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations, to the payment in full of the Excess Credit Obligations in accordance with the applicable Credit Agreement Documents; (iv) FOURTH, after payment in full of all the Excess Credit Obligations, to the Company or its successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged that the Credit Obligations and the Notes Obligations may, subject to the limitations set forth in the then extant Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.,

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral Pari Passu Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable lawcircumstance whatsoever, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral each Agent, in each casefor itself and on behalf of its Related Secured Parties, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Secured Party agrees that valid and perfected Liens on any Common Shared Collateral securing the Credit Pari Passu Lien Obligations and the Notes Obligations of any Class shall be of equal priority; provided that the Revolving Credit Obligations will have priority to the extent and as set forth below to the Proceeds of or other payments or distributions on Shared Collateral. (b) Each Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes Pari Passu Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such an Event of Default shall have occurred and is continuing and any Secured Party takes is taking any action to enforce rights or exercise remedies Enforcement Action in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)3.01), or (ii) any distribution distribution, payment, compromise or settlement of any kind (whether in cash, securities under a confirmed plan of reorganization or other propertyotherwise) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of any of the Company Loan Parties or (iii) any other GrantorSecured Party receives any payment with respect to any Shared Collateral after the occurrence and during the continuance of a Trigger Event, then an Adjusted Trigger Event or an Event of Default, then, in the case of each of the foregoing clauses (i), (ii) and (iii), such cash and non-cash payments, distributions or the proceeds of any such sale, collection or other liquidation liquidation, or payments in respect, of any Common Shared Collateral obtained by such Secured Party on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by any such Secured Party (all such cash or non-cash proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (iI) If no Trigger Event, Adjusted Trigger Event, or Revolving Credit Event of Default has occurred and is continuing: FIRST, ratably to the payment of reasonable all fees, costs and expensesexpenses owing to the Revolving Credit Agent, the Term Loan Agent and any other Agent in respect of the Pari Passu Lien Obligations to the extent secured by such Shared Collateral pursuant to the terms of any document related to the Pari Passu Lien Obligations, including all amounts expended to preserve the value in respect of the Common Collateral, any such enforcement of foreclosure rights or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Party; (ii) ; SECOND, subject to Section 2.02, to the payment in full of all other Credit the Pari Passu Lien Obligations (other than Excess Credit Obligationsincluding, for the avoidance of doubt, an amount equal to any Post-Petition Interest) and Notes Obligations secured by a Lien valid and perfected lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among the Revolving Credit Obligations, the Term Loan Obligations, and any classes of Additional Pari Passu Lien Obligations to the extent secured by such Credit Obligations and Notes Obligations Shared Collateral, ratably in accordance with the amounts of the Credit Obligations (other than Excess Revolving Credit Obligations) , the Term Loan Obligations and Notes Additional Pari Passu Lien Obligations of each such Class outstanding on the date of such application); (iii) ; and THIRD, after payment in full of all such Pari Passu Lien Obligations at the Credit Obligations (other than Excess Credit Obligations) time due and Notes Obligationspayable, to the payment in full of the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit Obligations, any other Persons entitled thereto or to the Company Loan Parties or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (II) In the event that any Trigger Event, Adjusted Trigger Event or a Revolving Credit Event of Default has occurred and is continuing, the Revolving Agent is authorized by the Borrower, the other Grantors and the Secured Parties to, and shall, apply all Proceeds of Shared Collateral, including the amounts on deposit in the Account from time to time and all cash distributions from any of the Borrower’s direct or indirect Subsidiaries on and after the occurrence of any Trigger Event, Adjusted Trigger Event or Revolving Credit Event of Default, in the following order: FIRST, to payment of that portion of the Revolving Credit Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Revolving Agent) payable to the Revolving Agent in its capacity as such; SECOND, to payment of that portion of the Revolving Credit Obligations constituting accrued and unpaid fees (including pursuant to Sections 2.5 and 3.3 of the Revolving Credit Agreement), interest on the Revolving Credit Loans, Revolving Credit L/C Obligations and other Revolving Credit Obligations (including, for the avoidance of doubt, an amount equal to any Post-Petition Interest), indemnities and other amounts (other than (x) any principal of Revolving Credit Obligations, or (y) any interest or fees on the Excess Revolving Obligations or other amounts to the extent expressly allocated to the Excess Revolving Obligations pursuant to the Revolving Credit Documents) payable to the Revolving Credit Lenders, the Revolving Credit Swingline Lender and the Revolving Credit Issuing Lender (including fees, charges and disbursements of counsel to the respective Revolving Credit Lenders, the Revolving Credit Swingline Lender and the Revolving Credit Issuing Lender), ratably among them in proportion to the respective amounts described in this clause Second payable to them; THIRD, to payment of that portion of the Revolving Credit Obligations constituting unpaid principal of the Revolving Credit Loans and Revolving Credit Reimbursement Obligations other than any Excess Revolving Credit Obligations, ratably among the Revolving Lenders, the Revolving Credit Swingline Lender and the Revolving Credit Issuing Lender in proportion to the respective amounts described in this clause Third held by them; FOURTH, to the Revolving Agent for the account of the Revolving Credit Issuing Lender, to Cash Collateralize that portion of Revolving Credit L/C Obligations comprised of the aggregate undrawn amount of letters of credit other than any Excess Revolving Credit Obligations to the extent not otherwise Cash Collateralized by the Borrower in an amount not less than the Minimum Collateral Amount; FIFTH, ratably to the payment of all fees, costs and expenses owing to the Term Loan Agent, and any other Agent in respect of the Other Pari Passu Lien Obligations to the extent secured by such Shared Collateral pursuant to the terms of any document related to the Other Pari Passu Lien Obligations, including in respect of any such enforcement of rights or exercise of remedies; SIXTH, to the payment in full of the other Pari Passu Lien Obligations (including, for the avoidance of doubt, in each case an amount equal to any Post-Petition Interest) secured by a valid and perfected lien on such Shared Collateral at the time due and payable (the amounts so applied pursuant to this clause SIXTH to be distributed, as among the Term Loan Obligations, any Excess Revolving Credit Obligations and any Classes of Additional Pari Passu Lien Obligations, ratably in accordance with the outstanding amounts of the Term Loan Obligations, Excess Revolving Credit Obligations and Additional Pari Passu Lien Obligations of each such Class to the extent secured by such Shared Collateral on the date of such application; and SEVENTH, after payment in full of all the Pari Passu Lien Obligations, to the holders of any junior Liens on the Shared Collateral (in accordance with any applicable intercreditor arrangements pertaining thereto) and thereafter to the Loan Parties or their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. The holders of the Revolving Credit Obligations, the Term Loan Obligations and the Additional Pari Passu Lien Obligations each expressly acknowledge and agree that the provisions of this Section 2.01(b)(II) shall be applicable notwithstanding the occurrence of any Insolvency Proceeding and notwithstanding any provision of any Revolving Credit Documents, Term Loan Documents or Additional Pari Passu Secured Documents contrary or inconsistent with such Section 2.01(b)(II), and until the Discharge of the Revolving Credit Obligations any rights under any Insolvency Proceeding or under any Bankruptcy Law contrary to or inconsistent with the provisions of this Section 2.01(b) are waived, and any provisions of any such Revolving Credit Documents, Term Loan Documents or Additional Pari Passu Secured Documents contrary to or inconsistent with this Section 2.01(b) are automatically suspended and of no force or effect (and are hereby modified to such extent). (c) It The grants of Liens pursuant to the Revolving Security Documents, the Term Loan Security Documents and the Secured Credit Documents in respect of each Class of any Other Pari Passu Lien Obligations constitute separate and distinct grants. To further effectuate the intent, understanding, and agreement of the Secured Parties with respect to the Revolving Credit Obligations, on the one hand, and the Secured Parties with respect to the Other Pari Passu Lien Obligations, on the other hand, in the circumstances that Section 2.01(b)(II) is acknowledged applicable, (x) if it is held (in the context of a confirmed plan of reorganization or otherwise) that the claims against any of the Loan Parties in respect of the Revolving Credit Obligations and the Notes Other Pari Passu Lien Obligations mayagainst the Shared Collateral constitute only one secured claim (rather than separate classes of claims), subject then the Secured Parties in respect of the Revolving Credit Obligations and the Secured Parties in respect of the Other Pari Passu Lien Obligations, expressly acknowledge and agree that all distributions, payments, compromises, or settlements of any kind (under a confirmed plan of reorganization or otherwise) made in respect of any Shared Collateral in any Insolvency Proceeding, after the occurrence of a Trigger Event, an Adjusted Trigger Event or a Revolving Credit Event of Default, shall be deemed for all purposes with respect to this Agreement and such Insolvency Proceeding to have been made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of the Shared Collateral, with the effect being that the Secured Parties in respect of the Revolving Credit Obligations (Capped) shall be entitled to and shall receive from the Shared Collateral, in addition to amounts distributed to them in respect of principal, pre-petition interest, and other claims, Post-Petition Interest on the Revolving Credit Obligations (Capped) before any distribution is or may be made in respect of the claims secured by the Shared Collateral, or the Liens thereon, securing the Other Pari Passu Lien Obligations, and (y) each Secured Party in respect of the Other Pari Passu Lien Obligations (whether directly or through its Agent), further expressly acknowledges and agrees to either turn over to, or direct the Loan Parties to pay directly to, the Revolving Agent, for payment to the limitations set forth in holders of the then extant Revolving Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to timeObligations, all without affecting amounts otherwise received or receivable by them from the priorities set forth Shared Collateral or in Section 2.01(b) or respect of the provisions Liens thereon securing such Other Pari Passu Lien Obligations to the extent needed to effectuate the intent of this Agreement defining provision to ensure that the relative rights Revolving Credit Obligations (Capped) (including, for the avoidance of doubt, those related to Post -Petition Interest) are paid in full and the Discharge of the Revolving Credit Obligations shall have occurred, even if such turnover of amounts has the effect of reducing the amount of the recovery and/or claims of the Secured PartiesParties in respect of such Other Pari Passu Lien Obligations. (d) Neither Collateral Agent The parties to this Agreement (including the Loan Parties) shall irrevocably agree that this Agreement (including the provisions described in Section 2.01(b)) constitutes a “subordination agreement” within the meaning of both New York law, Section 510(a) of the Bankruptcy Code and any other applicable law, and that the terms hereof will survive, and will continue in full force and effect and be required to marshal any present or future collateral security (includingbinding upon each of the parties hereto, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such lawsInsolvency Proceeding. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that valid and perfected Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such Collateral Agent or any of its Related Secured Party Parties takes any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable all amounts owing to and all costs and expensesexpenses incurred by any Collateral Agent, the Credit Agreement Administrative Agent and the Senior Secured Notes Trustee (in their capacities as such), pursuant to the terms of any Secured Credit Document or in connection with any enforcement of rights or exercise of remedies pursuant thereto, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale court costs and the exercise reasonable fees and expenses of any other rights or remediesagents and legal counsel and, and of all proper fees, expenses, liability and advancesin each case, including reasonable legal all costs and expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Partyin enforcing its rights to obtain such payment; (ii) SECOND, subject to Section 2.02the payment in full of any Priority Payment Lien Obligations (including any post-petition interest with respect thereto, whether or not allowable in any Insolvency or Liquidation Proceeding) and the termination of any commitments thereunder; (iii) THIRD, to the payment in full of all other Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a valid and perfected Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application); (iii) THIRD, after payment ; provided that amounts applied under this clause THIRD during any period when the First Lien Obligations of any such Class shall not be due and payable in full of the Credit Obligations (other than Excess Credit Obligationscontingent obligations not then due) shall be allocated to the First Lien Obligations of such Class as if such First Lien Obligations were at the time due and Notes Obligationspayable in full, and any amounts allocated to the payment of the First Lien Obligations of such Class that are not yet due and payable shall be transferred to, and held by, the Collateral Agent of such Class solely as collateral for the First Lien Obligations of such Class (and shall not constitute Shared Collateral for purposes hereof) until the date on which the First Lien Obligations of such Class shall have become due and payable in full of (at which time such amounts shall be applied to the Excess Credit Obligations in accordance with the applicable Credit Documents;payment thereof); and (iv) FOURTH, after payment in full of all the Excess Credit First Lien Obligations, to the Company Borrower and the other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged that For the avoidance of doubt, any amounts to be distributed pursuant to this Section 2.01 shall be distributed by the applicable Collateral Agent to the following agents for further distribution to its Related Secured Parties: (i) in the case of any amount representing payment with respect to a Priority Payment Lien Obligation, to the Credit Obligations and Agreement Administrative Agent, (ii) in the Notes Obligations maycase of any amount representing payment with respect to a Credit Agreement Obligation, subject to the limitations set forth Credit Agreement Administrative Agent, (iii) in the then extant Credit Documents or case of any amount representing payment with respect to a Senior Secured Notes DocumentsObligation, as applicableto the Senior Secured Notes Trustee, be increased(iv) in the case of any amount representing payment with respect to any Additional First Lien Obligation, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither applicable Additional Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents theretocorresponding Additional First Lien Obligation Documents.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Collateral Agent or the Lenders in respect of all or any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) 2.01 and Section 2.02), each Secured Party agrees that Liens on any Common Collateral securing the Credit Obligations and the Notes Obligations shall be of equal priority. (b) Each Secured Party agrees that, notwithstanding (x) any provision of any Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Collateral securing any Credit Obligation or Notes Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such Secured Party takes any action to enforce rights or exercise remedies in respect of any Common Collateral (including any such action referred to in Section 3.01(a)3.01), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Collateral in any Insolvency or Liquidation Proceeding of the Company or any other Grantor, then the proceeds of any sale, collection or other liquidation of any Common Collateral obtained by such Secured Party on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Secured Party (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Party; (ii) SECOND, subject to Section 2.02, to the payment in full of all other Credit Obligations (other than Excess Credit Obligations) and Notes Obligations secured by a Lien on such Common Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations ratably in accordance with the amounts of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding on the date of such application); (iii) THIRD, after payment in full of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations, to the payment in full of the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit Obligations, to the Company or its successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged that the Credit Obligations and the Notes Obligations may, subject to the limitations set forth in the then extant Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) 2.01 or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Collateral Agent or the Lenders in respect of all or any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Secured Party agrees that Liens on any Common Collateral securing the Credit Obligations and the Notes Obligations shall be of equal priority. (b) Each Secured Party agrees that, notwithstanding (x) any provision of any Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Parties, agrees that valid and perfected Liens on any Shared Collateral securing First Lien Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Parties, agrees that, notwithstanding any provision of any Secured Credit Document to the contrary (but subject to Section 2.02), if (i) an Event of Default shall have occurred and is continuing and such Collateral Agent or any of its Related Secured Party takes any Parties is taking action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) (i) FIRST, to (A) the payment of all amounts owing to such Collateral Agent (in its capacity as such) pursuant to the terms of any Related Secured Credit Document, (B) in the case of any such enforcement of rights or exercise of remedies, to the payment of reasonable all costs and expensesexpenses incurred by such Collateral Agent or any of its Related Secured Parties in connection therewith, including all amounts expended to preserve court costs and the value reasonable fees and expenses of the Common Collateral, of foreclosure or suit, if anyagents and legal counsel, and of such sale and (C) in the exercise case of any other rights or remediessuch payment pursuant to any such intercreditor agreement, and to the payment of all proper fees, expenses, liability costs and advances, including reasonable legal expenses and attorneys’ fees, incurred by such Collateral Agent or made under any Credit Document or Notes Document by any of its Related Secured PartyParties in enforcing its rights thereunder to obtain such payment; (ii) SECOND, subject to Section 2.02, to the payment in full of all other Credit the First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a valid and perfected Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application);; provided that amounts applied under this clause SECOND during any period when the First Lien Obligations of any such Class shall not be due and payable in full shall be allocated to the First Lien Obligations of such Class as if such First Lien Obligations were at the time due and payable in full, and any amounts allocated to the payment of the First Lien Obligations of such Class that are not yet due and payable shall be transferred to, and held by, the Collateral Agent of such Class solely as collateral for the First Lien Obligations of such Class (and shall not constitute Shared Collateral for purposes hereof) until the date on which the First Lien Obligations of such Class shall have become due and payable in full (at which time such amounts shall be applied to the payment thereof); and (iii) THIRD, after payment in full of all the Credit Obligations (other than Excess Credit Obligations) and Notes First Lien Obligations, to the payment in full holders of any junior Liens on the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit Obligations, Shared Collateral and thereafter to the Company Borrower and the other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged that the Credit Obligations and the Notes Obligations may, subject to the limitations set forth in the then extant Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such Collateral Agent or any of its Related Secured Party Parties takes any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable all amounts owing to, and all costs and expensesexpenses incurred by, any Collateral Agent, the Credit Agreement Administrative Agent and the Senior Secured Notes Trustee (in their capacities as such), pursuant to the terms of any Secured Credit Document or in connection with any enforcement of rights or exercise of remedies pursuant thereto, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale court costs and the exercise reasonable fees and expenses of any other rights or remediesagents and legal counsel and, and of all proper fees, expenses, liability and advancesin each case, including reasonable legal all costs and expenses and attorneys’ feesincurred by such Collateral Agent, incurred the Credit Agreement Administrative Agent, the Senior Secured Notes Trustee or made under any Credit Document or Notes Document by any of their respective Related Secured PartyParties in enforcing its rights to obtain such payment; (ii) SECOND, to the payment in full of any Priority Payment Lien Obligations at the time due and payable (including any post-petition interest with respect thereto, regardless of whether or not allowed or allowable in any Insolvency or Liquidation Proceeding) and the termination of any commitments thereunder; (iii) THIRD, subject to Section 2.02, to the payment in full of all other Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application); (iii) THIRD, after payment in full of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations, to the payment in full of the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit ObligationsFirst Lien Obligations secured by such Shared Collateral, to the Company holders of junior Liens on the Shared Collateral; and (v) FIFTH, after payment in full of all the First Lien Obligations and any holders of junior Liens, to the Borrower and the other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) For the avoidance of doubt, any amounts to be distributed pursuant to this Section 2.01 shall be distributed by the applicable Collateral Agent to the following agents for further distribution to its Related Secured Parties: (i) in the case of any amount representing payment with respect to a Priority Payment Lien Obligation, to the Credit Agreement Collateral Agent (until such time as the Credit Agreement Obligations that constitute Priority Payment Obligations are Discharged, and after such time to the Collateral Agent that is granted possession of all possessory Controlled Shared Collateral in accordance with Section 4.01(d)), (ii) in the case of any amount representing payment with respect to a Credit Agreement Obligation, to the Credit Agreement Collateral Agent, (iii) in the case of any amount representing payment with respect to a Senior Secured Notes Obligation, to the Notes Collateral Agent, and (iv) in the case of any amount representing payment with respect to any Additional First Lien Obligation, to the applicable Additional Collateral Agent for the corresponding Additional First Lien Obligations Documents. (d) It is acknowledged that the Credit First Lien Obligations and the Notes Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement Parties of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such lawsClass. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that valid and perfected Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) an Event of Default shall have occurred and is continuing and such Collateral Agent or any of its Related Secured Party takes Parties is taking any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to (A) the payment of reasonable all amounts owing to such Collateral Agent (in its capacity as such) pursuant to the terms of any Related Secured Credit Document, (B) in the case of any such enforcement of rights or exercise of remedies, to the payment of all costs and expensesexpenses incurred by such Collateral Agent or any of its Related Secured Parties in connection therewith, including all amounts expended to preserve court costs and the value reasonable fees and expenses of the Common Collateral, of foreclosure or suit, if anyagents and legal counsel, and of such sale and (C) in the exercise case of any other rights or remediessuch payment pursuant to any such intercreditor agreement, and to the payment of all proper fees, expenses, liability costs and advances, including reasonable legal expenses and attorneys’ fees, incurred by such Collateral Agent or made under any Credit Document or Notes Document by any of its Related Secured PartyParties in enforcing its rights thereunder to obtain such payment; (ii) SECOND, subject to Section 2.02the payment in full of any Priority Payment Lien Obligations (including any post-petition interest with respect thereto, whether or not allowable in any Insolvency or Liquidation Proceeding) and the termination of any commitments thereunder; (iii) THIRD, to the payment in full of all other Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a valid and perfected Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application); (iii) THIRD, after payment ; provided that amounts applied under this clause THIRD during any period when the First Lien Obligations of any such Class shall not be due and payable in full shall be allocated to the First Lien Obligations of such Class as if such First Lien Obligations were at the Credit Obligations (other than Excess Credit Obligations) time due and Notes Obligationspayable in full, and any amounts allocated to the payment of the First Lien Obligations of such Class that are not yet due and payable shall be transferred to, and held by, the Collateral Agent of such Class solely as collateral for the First Lien Obligations of such Class (and shall not constitute Shared Collateral for purposes hereof) until the date on which the First Lien Obligations of such Class shall have become due and payable in full of (at which time such amounts shall be applied to the Excess Credit Obligations in accordance with the applicable Credit Documents;payment thereof); and (iv) FOURTH, after payment in full of all the Excess Credit First Lien Obligations, to the Company holders of any junior Liens on the Shared Collateral and thereafter to the Borrower and the other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged that the Credit Obligations and the Notes Obligations may, subject to the limitations set forth in the then extant Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Secured Party Lender agrees that Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. (b) Each Secured Party Lender agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such Secured Party Lender takes any action to enforce rights or exercise remedies in respect of any Common Collateral Enforcement Action (including any such right of setoff and action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) payment is made in respect of any Common Collateral in any Insolvency or Liquidation Proceeding of the Company any Borrower or any other GrantorGrantor (including any “adequate protection” payment during such proceeding other than in accordance with Section 5.02), (iii) any distribution or payment is made before or after an Event of Default, whether as a result of any consensual sale or otherwise, (iv) any distribution or payment is made at any time whether prior to, on or after the Maturity Date (as defined in the Great American Agreement and including to the extent such Maturity Date has been accelerated) with respect to the Great American Agreement Obligations or (v) such Secured Lender receives any payment pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any exercise of rights or remedies, sale, collection or other liquidation of any Common Collateral obtained by such Secured Party Lender on account of such enforcement of rights Enforcement Action or exercise of remediesotherwise, and any such distributions or payments received by such Secured Party Lender (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable all amounts owing to and all costs and expensesexpenses incurred by MSD pursuant to the terms of any MSD Agreement Document or in connection with any Enforcement Action, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale court costs and the exercise reasonable 1810980.01-NYCSR03A - MSW fees and expenses of any other rights or remediesagents and legal counsel and, and of all proper fees, expenses, liability and advancesin each case, including reasonable legal all costs and expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Partyin enforcing its rights to obtain such payment; (ii) SECOND, subject to Section 2.02, payment of that portion of the MSD Agreement Obligations constituting fees and indemnities payable to the payment in full of all other Credit Obligations (other than Excess Credit Obligations) and Notes Obligations secured by a Lien on such Common Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations ratably in accordance with the amounts holders of the Credit Obligations MSD Agreement Indebtedness (other than Excess Credit Obligations) including fees, any applicable prepayment premiums, charges and Notes Obligations outstanding on disbursements of counsel to the date respective holders of such applicationMSD Agreement Indebtedness); (iii) THIRD, after to payment in full of that portion of the Credit MSD Agreement Obligations constituting accrued and unpaid interest (other than Excess Credit Obligations) and Notes Obligationsincluding any post-petition interest with respect thereto, to the payment regardless of whether or not allowed or allowable in full of the Excess Credit Obligations in accordance with the applicable Credit Documentsany Insolvency or Liquidation Proceeding); (iv) FOURTH, to payment of that portion of the MSD Agreement Obligations constituting unpaid principal of loans; (v) FIFTH, to payment of all other amounts of MSD Agreement Obligations payable to the holders of MSD Agreement Indebtedness; provided, however, that the aggregate amount of distributions pursuant to clauses FIRST, SECOND, THIRD, FOURTH and FIFTH of this Section 2.01(b) shall not exceed the MSD Agreement Cap; (vi) SIXTH, to payment of all amounts owing to and all costs and expenses incurred by Great American pursuant to the terms of any Great American Agreement Document or in connection with any Enforcement Action, including all court costs and the reasonable fees and expenses of agents and legal counsel and, in each case, including all costs and expenses incurred in enforcing its rights to obtain such payment; (vii) SEVENTH, to payment of that portion of the Great American Agreement Obligations constituting fees and indemnities payable to the holders of the Great American Agreement Indebtedness (including fees, charges and disbursements of counsel to the respective holders of Great American Agreement Indebtedness); (viii) EIGHTH, to payment of that portion of the Great American Agreement Obligations constituting accrued and unpaid interest (including any post-petition interest with respect thereto, regardless of whether or not allowed or allowable in any Insolvency or Liquidation Proceeding); (ix) NINTH, to payment of that portion of the Great American Agreement Obligations constituting unpaid principal of loans; (x) TENTH, to payment of all other amounts of Great American Agreement Obligations payable to the holders of Great American Agreement Indebtedness; provided, however, that the aggregate amount of distributions pursuant to clauses SIXTH, SEVENTH, EIGHTH, NINTH and TENTH of this Section 2.01(b) shall not exceed the Great American Agreement Cap; 1810980.01-NYCSR03A - MSW (xi) ELEVENTH, to the payment of all other amounts of MSD Agreement Obligations and Great American Agreement Obligations on a pro-rata, pari passu basis; and (xii) TWELFTH, after payment in full of all the Excess Credit First Lien Obligations, to the Company Borrowers and the other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged that the Credit First Lien Obligations and the Notes Obligations of any Class may, subject to the limitations set forth in the then extant Secured Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced Refinanced or otherwise amended or modified from time to timetime in accordance with the terms hereof, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement Lender of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such lawsClass. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable lawcircumstance whatsoever, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral each Agent, in each casefor itself and on behalf of its Related Secured Parties, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Secured Party agrees that valid and perfected Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority; provided that the Priority Payment Lien Obligations will have priority as set forth below to the Proceeds of or other payments or distributions on Shared Collateral (whether upon a foreclosure after the occurrence of an Event of Default or in an Insolvency Proceeding, including all adequate protection payments made in any Insolvency Proceeding in respect of any sale of the Shared Collateral) and will be repaid in full prior to the repayment of any Pari Passu Lien Obligations. (b) Each Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such an Event of Default shall have occurred and is continuing and any Secured Party takes is taking any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)3.01), or (ii) any distribution distribution, payment, compromise or settlement of any kind (whether in cash, securities under a confirmed plan of reorganization or other propertyotherwise) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) any Secured Party receives any payment with respect to any Shared Collateral, then then, in the case of each of the foregoing clauses (i), (ii) and (iii), such cash and non-cash payments, distributions or the proceeds of any such sale, collection or other liquidation liquidation, or payments in respect, of any Common Shared Collateral obtained by such Secured Party on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by any such Secured Party (all such cash or non-cash proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, ratably to the payment of reasonable all fees, costs and expensesexpenses owing to the Revolving Collateral Agent, the Revolving Agent and any other agent or collateral agent in respect of the Priority Payment Lien Obligations pursuant to the terms of the Revolving Credit Facility or any document related to the Priority Payment Lien Obligations, including all amounts expended to preserve the value in respect of the Common Collateral, any such enforcement of foreclosure rights or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Party; (ii) SECOND, subject to Section 2.02, to the payment in full of all other Credit any Priority Payment Lien Obligations (other than Excess Credit Obligationsincluding, for the avoidance of doubt, an amount equal to any Post-Petition Interest) and Notes Obligations secured by a Lien valid and perfected lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such the Revolving Credit Obligations Facilty and Notes Obligations any Classes of Additional Priority Payment Lien Obligations, ratably in accordance with the amounts of the Revolving Credit Obligations (other than Excess Credit Obligations) and Notes Additional Priority Payment Lien Obligations outstanding of each such Class on the date of such applicationapplication until the Discharge of the Priority Payment Lien Obligations); (iii) THIRD, after ratably to the payment of all fees, costs and expenses owing to the Term Loan Collateral Agent, the Term Loan Agent, the Notes Collateral Agent, the Notes Trustee and any other Collateral Agent in full respect of the Credit Pari Passu Lien Obligations pursuant to the terms of any document related to the Pari Passu Lien Obligations, including in respect of any such enforcement of rights or exercise of remedies; (other than Excess Credit Obligationsiv) and Notes ObligationsFOURTH, to the payment in full of the Excess Pari Passu Lien Obligations (including, for the avoidance of doubt, an amount equal to any Post-Petition Interest) secured by a valid and perfected lien on such Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among the Pari Passu Credit Obligations Facility, the Notes and any classes of Additional Pari Passu Lien Obligations, ratably in accordance with the applicable Credit Documents;amounts of the Term Loan Facility, the Notes Obligations and Additional Pari Passu Lien Obligations of each such Class on the date of such application; and (ivv) FOURTHFIFTH, after payment in full of all the Excess Credit First Lien Obligations, to the Company holders of any junior Liens on the Shared Collateral and thereafter to the Borrower and the other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged The parties to this Agreement (including the Borrower and the Grantors) shall irrevocably agree that this Agreement (including the provisions described in Section 2.01(b)) constitutes a “subordination agreement” within the meaning of both New York law, Section 510(a) of the Bankruptcy Code and any other applicable law, and that the Credit terms hereof will survive, and will continue in full force and effect and be binding upon each of the parties hereto, in any Insolvency Proceeding. To further effectuate the intent, understanding, and agreement of the Secured Parties with respect to the Priority Payment Lien Obligations, on the one hand, and the Secured Parties with respect to the Pari Passu Lien Obligations, on the other hand, (x) if it is held (in the context of a confirmed plan of reorganization or otherwise) that the claims against the Borrower or any Grantor in respect of the Priority Payment Lien Obligations and the Notes Pari Passu Lien Obligations mayagainst the Shared Collateral constitute only one secured claim (rather than separate classes of claims), subject to then the limitations set forth Secured Parties in respect of the then extant Credit Documents Priority Payment Lien Obligations and the Secured Parties in respect of the Pari Passu Lien Obligations, expressly acknowledge and agree that all distributions, payments, compromises, or Notes Documentssettlements of any kind (under a confirmed plan of reorganization or otherwise) made in respect of any Shared Collateral in any Insolvency Proceeding, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced after an Event of Default or otherwise amended shall be deemed for all purposes with respect to this Agreement and such Insolvency Proceeding to have been made as if there were separate classes of senior and junior secured claims against the Borrower in respect of the Shared Collateral, with the effect being that the Secured Parties in respect of the Priority Payment Lien Obligations shall be entitled to and shall receive from the Shared Collateral, in addition to amounts distributed to them in respect of principal, pre-petition interest, and other claims, Post-Petition Interest on the Priority Payment Lien Obligations before any distribution is or modified from time to timemay be made in respect of the claims secured by the Shared Collateral, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining Liens thereon, securing the relative rights Pari Passu Lien Obligations, and (y) each Secured Party in respect of the Secured Parties. Pari Passu Lien Obligations (d) Neither Collateral Agent shall be required whether directly or through its Agent), further expressly acknowledges and agrees to marshal any present either turn over to, or future collateral security (including, but not limited direct the Borrower and the Grantors to pay directly to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Revolving Collateral Agent, for and on behalf payment to the holders of itself and the LendersPriority Payment Lien Obligations, acknowledges and agrees that, prior hereto, Notes all amounts otherwise received or receivable by them from the Shared Collateral Agentor in respect of the Liens thereon securing the Pari Passu Lien Obligations to the extent needed to effectuate the intent of this provision to ensure that the Priority Payment Lien Obligations (including, for the benefit avoidance of itself doubt, those related to Post-Petition Interest) are paid in full and the Notes Secured Parties, has been granted Liens upon all Discharge of the Common Collateral in which Priority Payment Lien Obligations shall have occurred, even if such turnover of amounts has the Credit Collateral Agent has also been granted Liens and effect of reducing the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all amount of the Common Collateral recovery and/or claims of the Secured Parties in which respect of the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents theretoPari Passu Lien Obligations.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such Collateral Agent or any of its Related Secured Party Parties takes any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable all amounts owing to and all costs and expensesexpenses incurred by any Collateral Agent, the Credit Agreement Administrative Agent and the Senior Secured Notes Trustee (in their capacities as such), pursuant to the terms of any Secured Credit Document or in connection with any enforcement of rights or exercise of remedies pursuant thereto, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale court costs and the exercise reasonable fees and expenses of any other rights or remediesagents and legal counsel and, and of all proper fees, expenses, liability and advancesin each case, including reasonable legal all costs and expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Partyin enforcing its rights to obtain such payment; (ii) SECOND, subject to Section 2.02the payment in full of any Priority Payment Lien Obligations at the time due and payable (including any post-petition interest with respect thereto, regardless of whether or not allowed or allowable in any Insolvency or Liquidation Proceeding) and the termination of any commitments thereunder; (iii) THIRD, to the payment in full of all other Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application); (iii) THIRD, after payment in full of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations, to the payment in full of the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all First Lien Obligations secured by such Shared Collateral, to the Excess Credit holders of junior liens in the Shared Collateral (to the extent the holders of such junior liens, or a representative thereof, are party to this Agreement); and (v) FIFTH, after payment in full of all the First Lien Obligations, to the Company Borrower and the other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) For the avoidance of doubt, any amounts to be distributed pursuant to this Section 2.01 shall be distributed by the applicable Collateral Agent to the following agents for further distribution to its Related Secured Parties: (i) in the case of any amount representing payment with respect to a Priority Payment Lien Obligation, to the Credit Agreement Collateral Agent (until such time as the Credit Agreement Obligations that constitute Priority Payment Obligations are Discharged, and after such time to the Collateral Agent that is granted possession of all possessory Controlled Shared Collateral in accordance with Section 4.01(d)), (ii) in the case of any amount representing payment with respect to a Credit Agreement Obligation, to the Credit Agreement Collateral Agent, (iii) in the case of any amount representing payment with respect to a Senior Secured Notes Obligation, to the Notes Collateral Agent, and (iv) in the case of any amount representing payment with respect to any Additional First Lien Obligation, to the applicable Additional Collateral Agent for the corresponding Additional First Lien Obligations Documents. (d) It is acknowledged that the Credit First Lien Obligations and the Notes Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement Parties of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such lawsClass. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that valid and perfected Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such Collateral Agent or any of its Related Secured Party takes Parties is taking any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a))) in accordance with the terms of the relevant Secured Credit Documents, or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied by such Collateral Agent as follows: (i) FIRST, to (A) the payment discharge of reasonable all amounts owing to such Collateral Agent (in its capacity as such) pursuant to the terms of any Related Secured Credit Document, (B) in the case of any such enforcement of rights or exercise of remedies, to the discharge of all costs and expenses, including all amounts expended to preserve the value expenses incurred by such Collateral Agent or any of the Common Collateral, of foreclosure or suit, if anyits Related Secured Parties in connection therewith, and payable pursuant to the terms of any Related Secured Credit Document which may include all court costs and the reasonable fees and expenses of agents and legal counsel, and (C) in the case of any such discharge pursuant to any such intercreditor agreement, to the discharge of all costs and expenses incurred by such Collateral Agent or any of its Related Secured Parties and payable pursuant to the terms of such sale and the exercise of any other intercreditor agreement in enforcing its rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Partythereunder to obtain such payment; (ii) SECOND, subject to Section 2.02the payment in full of any Priority Payment Lien Obligations (including any post-petition interest with respect thereto, whether or not allowable in any Insolvency or Liquidation Proceeding) and the termination of any commitments thereunder (the amounts so applied to be distributed, as among any Classes of Priority Payment Lien Obligations, ratably in accordance with the amounts of the Priority Payment Lien Obligations of each such Class on the date of such application); provided that amounts applied under this clause during any period when the Priority Payment Lien Obligations of any such Class shall not be due and payable in full shall be allocated to the Priority Payment Lien Obligations of such Class as if such Priority Payment Lien Obligations were at the time due and payable in full, and any amounts allocated to the payment of the Priority Payment Lien Obligations of such Class that are not yet due and payable shall be transferred to, and held by, the Collateral Agent representing Secured Parties of such Class solely as collateral for the Priority Payment Lien Obligations of such Class (and shall not constitute Shared Collateral for purposes hereof) until the date on which the Priority Payment Lien Obligations of such Class shall have become due and payable in full (at which time such amounts shall be applied to the payment thereof); (iii) THIRD, to the payment in full of all other Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a valid and perfected Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations any Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application); (iii) THIRD, after payment ; provided that amounts applied under this clause during any period when the First Lien Obligations of any such Class shall not be due and payable in full shall be allocated to the First Lien Obligations of such Class as if such First Lien Obligations were at the Credit Obligations (other than Excess Credit Obligations) time due and Notes Obligationspayable in full, and any amounts allocated to the payment of the First Lien Obligations of such Class that are not yet due and payable shall be transferred to, and held by, the Collateral Agent representing Secured Parties of such Class solely as collateral for the First Lien Obligations of such Class (and shall not constitute Shared Collateral for purposes hereof) until the date on which the First Lien Obligations of such Class shall have become due and payable in full of (at which time such amounts shall be applied to the Excess Credit Obligations in accordance with the applicable Credit Documents;payment thereof); and (iv) FOURTH, after payment in full of all the Excess Credit First Lien Obligations, to the Company representative of the holders of any junior Liens on the Shared Collateral for application in accordance with the terms of any Junior Lien Intercreditor Agreement (as defined in the Credit Agreement) and thereafter to the Borrower and the other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged that the Credit Obligations and the Notes Obligations may, subject to the limitations set forth in the then extant Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable lawcircumstance whatsoever, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral each Agent, in each casefor itself and on behalf of its Related Secured Parties, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Secured Party agrees that valid and perfected Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority; provided that the Priority Payment Lien Obligations will have priority as set forth below to the Proceeds of or other payments or distributions on Shared Collateral (whether upon a foreclosure after the occurrence of an Event of Default or in an Insolvency Proceeding, including all adequate protection payments made in any Insolvency Proceeding in respect of any sale of the Shared Collateral) and will be repaid in full prior to the repayment of any Pari Passu Lien Obligations. (b) Each Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such an Event of Default shall have occurred and is continuing and any Secured Party takes is taking any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)3.01), or (ii) any distribution distribution, payment, compromise or settlement of any kind (whether in cash, securities under a confirmed plan of reorganization or other propertyotherwise) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of any of the Company Pulitzer Entities or (iii) any other GrantorSecured Party receives any payment with respect to any Shared Collateral, then then, in the case of each of the foregoing clauses (i), (ii) and (iii), such cash and non-cash payments, distributions or the proceeds of any such sale, collection or other liquidation liquidation, or payments in respect, of any Common Shared Collateral obtained by such Secured Party on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by any such Secured Party (all such cash or non-cash proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, ratably to the payment of reasonable all fees, costs and expensesexpenses owing to the Revolving Collateral Agent, the Revolving Agent and any other agent or collateral agent in respect of the Priority Payment Lien Obligations pursuant to the terms of the Revolving Credit Facility or any document related to the Priority Payment Lien Obligations, including all amounts expended to preserve the value in respect of the Common Collateral, any such enforcement of foreclosure rights or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Party; (ii) SECOND, subject to Section 2.02, to the payment in full of all other Credit any Priority Payment Lien Obligations (other than Excess Credit Obligationsincluding, for the avoidance of doubt, an amount equal to any Post-Petition Interest) and Notes Obligations secured by a Lien valid and perfected lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such the Revolving Credit Obligations Facilty and Notes Obligations any Classes of Additional Priority Payment Lien Obligations, ratably in accordance with the amounts of the Revolving Credit Obligations (other than Excess Credit Obligations) and Notes Additional Priority Payment Lien Obligations outstanding of each such Class on the date of such applicationapplication until the Discharge of the Priority Payment Lien Obligations); (iii) THIRD, after ratably to the payment of all fees, costs and expenses owing to the Term Loan Collateral Agent, the Term Loan Agent, the Notes Collateral Agent, the Notes Trustee and any other Collateral Agent in full respect of the Credit Pari Passu Lien Obligations pursuant to the terms of any document related to the Pari Passu Lien Obligations, including in respect of any such enforcement of rights or exercise of remedies; (other than Excess Credit Obligationsiv) and Notes ObligationsFOURTH, to the payment in full of the Excess Pari Passu Lien Obligations (including, for the avoidance of doubt, an amount equal to any Post-Petition Interest) secured by a valid and perfected lien on such Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among the Pari Passu Credit Obligations Facility, the Notes and any classes of Additional Pari Passu Lien Obligations, ratably in accordance with the applicable Credit Documents;amounts of the Term Loan Facility, the Notes Obligations and Additional Pari Passu Lien Obligations of each such Class on the date of such application; and (ivv) FOURTHFIFTH, after payment in full of all the Excess Credit First Lien Obligations, to the Company holders of any junior Liens on the Shared Collateral and thereafter to the Pulitzer Entities or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged The parties to this Agreement (including the Pulitzer Entities) shall irrevocably agree that this Agreement (including the provisions described in Section 2.01(b)) constitutes a “subordination agreement” within the meaning of both New York law, Section 510(a) of the Bankruptcy Code and any other applicable law, and that the Credit terms hereof will survive, and will continue in full force and effect and be binding upon each of the parties hereto, in any Insolvency Proceeding. To further effectuate the intent, understanding, and agreement of the Secured Parties with respect to the Priority Payment Lien Obligations, on the one hand, and the Secured Parties with respect to the Pari Passu Lien Obligations, on the other hand, (x) if it is held (in the context of a confirmed plan of reorganization or otherwise) that the claims against any of the Pulitzer Entities in respect of the Priority Payment Lien Obligations and the Notes Pari Passu Lien Obligations mayagainst the Shared Collateral constitute only one secured claim (rather than separate classes of claims), subject to then the limitations set forth Secured Parties in respect of the then extant Credit Documents Priority Payment Lien Obligations and the Secured Parties in respect of the Pari Passu Lien Obligations, expressly acknowledge and agree that all distributions, payments, compromises, or Notes Documentssettlements of any kind (under a confirmed plan of reorganization or otherwise) made in respect of any Shared Collateral in any Insolvency Proceeding, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced after an Event of Default or otherwise amended shall be deemed for all purposes with respect to this Agreement and such Insolvency Proceeding to have been made as if there were separate classes of senior and junior secured claims against the Pulitzer Entities in respect of the Shared Collateral, with the effect being that the Secured Parties in respect of the Priority Payment Lien Obligations shall be entitled to and shall receive from the Shared Collateral, in addition to amounts distributed to them in respect of principal, pre-petition interest, and other claims, Post-Petition Interest on the Priority Payment Lien Obligations before any distribution is or modified from time to timemay be made in respect of the claims secured by the Shared Collateral, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining Liens thereon, securing the relative rights Pari Passu Lien Obligations, and (y) each Secured Party in respect of the Secured Parties. Pari Passu Lien Obligations (d) Neither Collateral Agent shall be required whether directly or through its Agent), further expressly acknowledges and agrees to marshal any present either turn over to, or future collateral security (including, but not limited direct the Pulitzer Entities to pay directly to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Revolving Collateral Agent, for and on behalf payment to the holders of itself and the LendersPriority Payment Lien Obligations, acknowledges and agrees that, prior hereto, Notes all amounts otherwise received or receivable by them from the Shared Collateral Agentor in respect of the Liens thereon securing the Pari Passu Lien Obligations to the extent needed to effectuate the intent of this provision to ensure that the Priority Payment Lien Obligations (including, for the benefit avoidance of itself doubt, those related to Post-Petition Interest) are paid in full and the Notes Secured Parties, has been granted Liens upon all Discharge of the Common Collateral in which Priority Payment Lien Obligations shall have occurred, even if such turnover of amounts has the Credit Collateral Agent has also been granted Liens and effect of reducing the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all amount of the Common Collateral recovery and/or claims of the Secured Parties in which respect of the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents theretoPari Passu Lien Obligations.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode or other personal property security legislation, the Bankruptcy Code of any jurisdiction, any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) ), Section 2.02 and Section 2.022.06), each Collateral Agent, for itself and on behalf of its Related Secured Party agrees Parties, agrees, to the fullest extent possible under applicable law, that Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. Without limiting the foregoing, the floating charge (as set out in clause 5 (Floating Charge) thereof) contained in the Credit Agreement Debenture will rank in right and priority of payment, prior and senior to the fixed charges (as set out in clause 3 (Fixed Charges) thereof) contained in the corresponding Senior Secured Notes Debenture. Each Collateral Agent hereby agrees and acknowledges, notwithstanding the preceding sentence, that the Proceeds of any sale, collection or other liquidation and any distributions or payment received by the relevant Collateral Agent or any of its related Secured Parties, in each case in connection with the assets secured by the Credit Agreement Debenture and the corresponding Senior Secured Notes Debenture, shall be applied in accordance with Section 2.01. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code or other personal property security legislation of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such Collateral Agent or any of its Related Secured Party Parties takes any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)3.01), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to (A) the payment of reasonable all amounts owing to such Collateral Agent (in its capacity as such), pursuant to the terms of any Secured Credit Document, (B) in the case of any enforcement of rights or exercise of remedies, to the payment of all costs and expensesexpenses incurred by such Collateral Agent or any of its Related Secured Parties in connection therewith, including which may include all amounts expended to preserve court costs and the value reasonable fees and expenses of the Common Collateral, of foreclosure or suit, if anyagents and legal counsel, and of such sale and (C) in the exercise case of any other rights or remediessuch payment pursuant to any such intercreditor agreement, and to the payment of all proper fees, expenses, liability costs and advances, including reasonable legal expenses and attorneys’ fees, incurred by such Collateral Agent or made under any Credit Document or Notes Document by any of its Related Secured PartyParties in enforcing its rights thereunder to obtain such payment; (ii) SECOND, subject to Section 2.02the payment in full of any Payment Priority Obligations at the time due and payable (including any post-petition interest with respect thereto, regardless of whether or not allowed or allowable in any Insolvency or Liquidation Proceeding) and the termination of any commitments thereunder; (iii) THIRD, to the payment in full of all other Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application); (iii) THIRD, after payment in full of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations, to the payment in full of the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit ObligationsFirst Lien Obligations secured by such Shared Collateral, to the Company holders of junior liens in the Shared Collateral (to the extent the holders of such junior liens, or its a representative thereof, are party to this Agreement); and (v) FIFTH, after payment in full of all the First Lien Obligations and to the holders of junior liens in the Shared Collateral (to the extent the holders of such junior liens, or a representative thereof, are party to this Agreement), to the Borrower and the other Grantors or their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) If any Proceeds are in the form of cash, then such cash shall be applied pursuant to the priorities set forth in Section 2.01(b) before any Proceeds that are not in the form of cash are applied pursuant to the priorities set forth in Section 2.01(b); provided that if any Proceeds are not in the form of cash, then the amount of such securities or other property applied to each of clauses FIRST through FOURTH above shall be an amount with a fair market value equal to the stated amount required to be applied pursuant to each such clause. (d) For the avoidance of doubt, any amounts to be distributed pursuant to this Section 2.01 shall be distributed by the applicable Collateral Agent to the following agents for further distribution to its Related Secured Parties: (i) in the case of any amount representing payment with respect to a Payment Priority Obligation, to the Credit Agreement Collateral Agent (until such time as the Credit Agreement Obligations that constitute Payment Priority Obligations are Discharged, and after such time to the Collateral Agent that is granted possession of all possessory Controlled Shared Collateral in accordance with Section 4.01(d)), (ii) in the case of any amount representing payment with respect to a Credit Agreement Obligation, to the Credit Agreement Collateral Agent, (iii) in the case of any amount representing payment with respect to a Senior Secured Notes Obligation, to the Notes Collateral Agent, and (iv) in the case of any amount representing payment with respect to any Additional First Lien Obligation, to the applicable Additional Collateral Agent for the corresponding Additional First Lien Obligations Documents. (e) It is acknowledged that the Credit First Lien Obligations and the Notes Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement Parties of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such lawsClass. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if an Event of Default has occurred and is continuing and (i) such Collateral Agent or any of its Related Secured Party Parties takes any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower, the Issuer or any other GrantorGrantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable all amounts owing to and all costs and expensesexpenses incurred by any Collateral Agent, the Credit Agreement Administrative Agent and the Senior Notes Collateral Agent (in their capacities as such), pursuant to the terms of any Secured Credit Document or in connection with any enforcement of rights or exercise of remedies pursuant thereto, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale court costs and the exercise reasonable fees and expenses of any other rights or remediesagents and legal counsel and, and of all proper fees, expenses, liability and advancesin each case, including reasonable legal all costs and expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Partyin enforcing its rights to obtain such payment; (ii) SECOND, subject to Section 2.02, 2.02 to the payment in full of all other Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application);; and (iii) THIRD, after payment in full of all the Credit Obligations (other than Excess Credit Obligations) and Notes First Lien Obligations, to the payment in full of Borrower, the Excess Credit Obligations in accordance with Issuer and the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit Obligations, to the Company other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. If, despite the provisions of this Section 2.01(b), any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the First Lien Obligations to which it is then entitled in accordance with this Section 2.01(b), such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Section 2.01(b). (c) For the avoidance of doubt, any amounts to be distributed pursuant to this Section 2.01 shall be distributed by the Controlling Collateral Agent to each Non-Controlling Collateral Agent for further distribution to its Related Secured Parties. (d) It is acknowledged that the Credit First Lien Obligations and the Notes Obligations of any Class may, subject to the limitations set forth in the then extant Secured Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement Parties of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such lawsClass. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Collateral Agent or the Lenders in respect of all or any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Secured Party agrees that Liens on any Common Collateral securing the Credit Obligations and the Notes Obligations shall be of equal priority. (b) Each Secured Party agrees that, notwithstanding (x) any provision of any Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment attachment, perfection or perfection registration of any Lien on any Common Shared Collateral securing any Credit Equal Priority Obligation or Notes Obligationthe date, time, method or order in which the Equal Priority Obligations arise and regardless of any intermediate discharge of the Equal Priority Obligation in whole or in part, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Parties, agrees that Liens on any Shared Collateral securing Equal Priority Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document to the contrary (but subject to Section 2.02), (y) the date, time, method, manner or Notes order of grant, attachment, perfection or registration of any Lien on any Shared Collateral securing any Equal Priority Obligation or (z) the date, time, method or order in which the Equal Priority Obligations arise and regardless of any intermediate discharge of the Equal Priority Obligation in whole or in part, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if an Event of Default has occurred and is continuing and (i) such Collateral Agent or any of its Related Secured Party Parties takes any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company any Borrower or any other GrantorGrantor (including any adequate protection payments) or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds or distributions of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and proceeds of any such distributions or payments received by (subject, in the case of any such Secured Party distribution, payments, or proceeds, to Section 2.02) to which the holders of Equal Priority Obligations are entitled under such other intercreditor agreement (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable all amounts owing to and all costs and expensesexpenses incurred by any Collateral Agent, the Credit Agreement Administrative Agent and the Initial Additional Equal Priority Collateral Agent (in their capacities as such), pursuant to the terms of any Secured Credit Document or in connection with any enforcement of rights or exercise of remedies pursuant thereto, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale court costs and the exercise reasonable and documented fees and expenses of any other rights or remediesagents and legal counsel and, and of all proper fees, expenses, liability and advancesin each case, including all reasonable legal and documented costs and expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Partyin enforcing its rights to obtain such payment; (ii) SECOND, subject to Section 2.02, to the payment in full of all other Credit Equal Priority Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of Equal Priority Obligations, ratably in accordance with the amounts of the Credit Equal Priority Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application);; provided that following the commencement of any Insolvency or Liquidation Proceeding with respect to any Grantor, solely as among the holders of Equal Priority Obligations and solely for purposes of this clause SECOND and not any other documents governing Equal Priority Obligations, in the event the value of the Shared Collateral is not sufficient for the entire amount of Post-Petition Interest on the Equal Priority Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other Bankruptcy Law in such Insolvency or Liquidation Proceeding, the amount of Equal Priority Obligations of each Class of Equal Priority Obligations shall include only the maximum amount of Post-Petition Interest on the Equal Priority Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other Bankruptcy Law in such Insolvency or Liquidation Proceeding; and (iii) THIRD, after payment in full of all the Credit Obligations (other than Excess Credit Obligations) and Notes Equal Priority Obligations, to the payment in full of Borrowers and the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit Obligations, to the Company other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction to whosoever may directbe lawfully entitled to receive the same. (c) For the avoidance of doubt, any amounts to be distributed pursuant to this Section 2.01 shall be distributed by the Controlling Collateral Agent to each Non-Controlling Collateral Agent for further distribution to its Related Secured Parties. (d) It is acknowledged that the Credit Equal Priority Obligations and the Notes Obligations of any Class may, subject to the limitations set forth in the then extant Secured Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement Parties of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such lawsClass. (e) The Credit Collateral Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents thereto.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Credit Lien on any Shared Collateral Agent or the Lenders in respect of all or securing any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes Secured Parties in respect of all or any portion of the Collateral First Lien Obligation, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) notwithstanding any provision of the Uniform Commercial CodeCode of any jurisdiction, the Bankruptcy Code any other applicable law or any Secured Credit Document, or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that valid and perfected Liens on any Common Shared Collateral securing the Credit First Lien Obligations and the Notes Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Party Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Common Shared Collateral securing any Credit Obligation or Notes First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document or Notes Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), if (i) such Collateral Agent or any of its Related Secured Party Parties takes any action to enforce rights or exercise remedies in respect of any Common Shared Collateral (including any such action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is made in respect of any Common Shared Collateral in any Insolvency or Liquidation Proceeding of the Company Borrower or any other GrantorGrantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Common Shared Collateral obtained by such Collateral Agent or any of its Related Secured Party Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Party Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable all amounts owing to and all costs and expensesexpenses incurred by any Collateral Agent, the Credit Agreement Administrative Agent and the Senior Secured Notes Trustee (in their capacities as such), pursuant to the terms of any Secured Credit Document or in connection with any enforcement of rights or exercise of remedies pursuant thereto, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale court costs and the exercise reasonable fees and expenses of any other rights or remediesagents and legal counsel and, and of all proper fees, expenses, liability and advancesin each case, including reasonable legal all costs and expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Partyin enforcing its rights to obtain such payment; (ii) SECOND, subject to Section 2.02the payment in full of any Priority Payment Lien Obligations (including any post-petition interest with respect thereto, regardless of whether or not allowed or allowable in any Insolvency or Liquidation Proceeding) and the termination of any commitments thereunder; (iii) THIRD, to the payment in full of all other Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations of each Class secured by a valid and perfected Lien on such Common Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations Classes of First Lien Obligations, ratably in accordance with the amounts of the Credit First Lien Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding of each such Class on the date of such application); (iii) THIRD; provided, after payment that amounts applied under this clause THIRD during any period when the First Lien Obligations of any such Class shall not be due and payable in full of the Credit Obligations (other than Excess Credit Obligationscontingent obligations not then due) shall be allocated to the First Lien Obligations of such Class as if such First Lien Obligations were at the time due and Notes Obligationspayable in full, and any amounts allocated to the payment of the First Lien Obligations of such Class that are not yet due and payable shall be transferred to, and held by, the Collateral Agent of such Class solely as collateral for the First Lien Obligations of such Class (and shall not constitute Shared Collateral for purposes hereof) until the date on which the First Lien Obligations of such Class shall have become due and payable in full of (at which time such amounts shall be applied to the Excess Credit Obligations in accordance with the applicable Credit Documentspayment thereof); (iv) FOURTH, after payment in full of the First Lien Obligations secured by such Shared Collateral, to the holders of junior liens in the Shared Collateral (to the extent the holders of such junior liens, or a representative thereof, are party to this Agreement); and (v) FIFTH, after payment in full of all the Excess Credit First Lien Obligations, to the Company Borrower and the other Grantors or its their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged that For the avoidance of doubt, any amounts to be distributed pursuant to this Section 2.01 shall be distributed by the applicable Collateral Agent to the following agents for further distribution to its Related Secured Parties: (i) in the case of any amount representing payment with respect to a Priority Payment Lien Obligation, to the Credit Obligations and the Notes Obligations may, subject to the limitations set forth in the then extant Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of payment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the extent it lawfully may, each Grantor hereby irrevocably waives the benefit of such laws. (e) The Credit Collateral Agent, for and on behalf (ii) in the case of itself and any amount representing payment with respect to a Credit Agreement Obligation, to the LendersCredit Agreement Collateral Agent, acknowledges and agrees that(iii) in the case of any amount representing payment with respect to a Senior Secured Notes Obligation, prior hereto, to the Notes Collateral Agent, and (iv) in the case of any amount representing payment with respect to any Additional First Lien Obligation, to the applicable Additional Collateral Agent for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the Common Collateral in which the Notes Collateral Agent has been granted Liens and the Notes Collateral Agent hereby consents theretocorresponding Additional First Lien Obligations Documents.