Documents and the Second Lien Loan Documents; and
(B)
THAT THE DOCUMENTS AND AGREEMENTS CREATING OR EVIDENCING THE COLLATERAL
SECURING THE FIRST LIEN LOAN OBLIGATIONS AND THE COLLATERAL SECURING THE SECOND
LIEN LOAN OBLIGATIONS SHALL BE IN ALL MATERIAL RESPECTS THE SAME FORMS OF
DOCUMENTS OTHER THAN WITH RESPECT TO THE RESPECTIVE PRIORITIES THEREOF AND THE
NATURE OF THE OBLIGATIONS THEREUNDER, IT BEING UNDERSTOOD THAT THE FIRST LIEN
AGENT SHALL HAVE EXCLUSIVE CONTROL OVER ALL LOCKBOX ACCOUNTS, DEPOSIT ACCOUNTS
AND SECURITIES ENTITLEMENTS UNTIL THE FIRST LIEN LOAN OBLIGATIONS HAVE BEEN PAID
IN FULL.
Section 3.
Security Interests; Priorities.
3.1
PRIORITIES.
EACH SECURED CREDITOR HEREBY ACKNOWLEDGES THAT OTHER
SECURED CREDITORS HAVE BEEN GRANTED LIENS UPON THE COLLATERAL TO SECURE THEIR
RESPECTIVE OBLIGATIONS.
THE LIENS OF THE FIRST LIEN AGENT ON THE COLLATERAL, TO
THE EXTENT THAT SUCH LIENS SECURE THE FIRST LIEN LOAN OBLIGATIONS, HAVE AND
SHALL BE SENIOR AND PRIOR IN RIGHT TO THE LIENS OF THE SECOND LIEN CREDITORS ON
THE COLLATERAL, AND SUCH LIENS OF THE SECOND LIEN CREDITORS ON THE COLLATERAL
ARE AND SHALL BE JUNIOR AND SUBORDINATE TO THE LIENS OF THE FIRST LIEN AGENT, TO
THE EXTENT THAT SUCH LIENS SECURE THE FIRST LIEN LOAN OBLIGATIONS.
THE
PRIORITIES OF THE LIENS PROVIDED IN THIS SECTION 3.1 SHALL NOT BE ALTERED OR
OTHERWISE AFFECTED BY ANY AMENDMENT, MODIFICATION, SUPPLEMENT, EXTENSION,
RENEWAL, RESTATEMENT, REPLACEMENT OR REFINANCING OF ANY OF THE OBLIGATIONS, NOR
BY ANY ACTION OR INACTION WHICH ANY OF THE SECURED CREDITORS MAY TAKE OR FAIL TO
TAKE IN RESPECT OF THE COLLATERAL.
3.2
NO ALTERATION OF PRIORITY.
THE PRIORITIES SET FORTH IN THIS
AGREEMENT ARE APPLICABLE IRRESPECTIVE OF THE ORDER OR TIME OF ATTACHMENT, OR THE
ORDER, TIME OR MANNER OF PERFECTION, OR THE ORDER OR TIME OF FILING OR
RECORDATION OF ANY DOCUMENT OR INSTRUMENT, OR OTHER METHOD OF PERFECTING A LIEN
IN FAVOR OF EACH SECURED CREDITOR IN ANY COLLATERAL, AND NOTWITHSTANDING ANY
CONFLICTING TERMS OR CONDITIONS WHICH MAY BE CONTAINED IN ANY OF THE DOCUMENTS.
EACH FIRST LIEN CREDITOR AGREES NOT TO ENTER IN ANY AGREEMENT WITH ANOTHER
CREDITOR OF ANY BORROWER OR ANY OBLIGOR TO SUBORDINATE THE LIEN OF FIRST LIEN
CREDITORS IN ANY COLLATERAL UNDER THE FIRST LIEN LOAN DOCUMENTS TO THE LIEN OF
SUCH OTHER CREDITOR IN THE COLLATERAL, OR TO SUBORDINATE THE RIGHT OF THE FIRST
LIEN CREDITORS TO THE PAYMENT OF THE FIRST LIEN LOAN OBLIGATIONS TO THE PAYMENT
OF THE INDEBTEDNESS OR CLAIM OF ANY OTHER CREDITOR OF ANY BORROWER OR ANY
OBLIGOR, IN EACH CASE WITHOUT THE PRIOR WRITTEN CONSENT OF SECOND LIEN CREDITORS
OTHER THAN IN CONNECTION WITH BAILEE, LANDLORD, CONTROL, CONSIGNMENT AND SIMILAR
THIRD PARTIES LETTERS THAT DO NOT INVOLVE SUBORDINATION TO LIENS SECURING
INDEBTEDNESS FOR BORROWED MONEY.
3.3
PERFECTION.
SUBJECT TO SECTION 4.4, EACH SECURED CREDITOR SHALL BE
SOLELY RESPONSIBLE FOR PERFECTING AND MAINTAINING THE PERFECTION OF ITS LIEN IN
AND TO EACH ITEM CONSTITUTING THE COLLATERAL IN WHICH SUCH SECURED CREDITOR HAS
BEEN GRANTED A LIEN.
THE FOREGOING PROVISIONS OF THIS