The Liens arising under this Agreement and the exercise of any right or remedy by the Collateral Agent in respect thereof is junior and subordinate in respects to the interest of the Senior Lenders with respect to the Senior Debt and the Liens that secure the Senior Debt, other than the right to payment (but not with respect to the payment from the proceeds of any collateral subject to such Liens) to the Holders as expressly provided under the Notes.

The Liens arising under this Agreement andsecuring the exerciseSenior Debt shall be senior to the Liens securing the Secured Obligations irrespective of the time of the execution, delivery or issuance of any rightthereof or remedythe filing or recording for perfection of any thereof or the filing of any financing statement or continuation statement relating to any thereof. The Collateral Agent shall not contest the validity, perfection, priority or enforceability of, or assert the avoidability of, any security interest or lien granted by the Company to the Senior Lenders and, upon the request of the Senior Lenders, the Collateral Agent in respect thereof is junior and subordinate in respectsagrees to cooperate, at the interestsole expense of the Senior Lenders with respect toCompany as provided in [Section 9] hereof, in the Senior Debt and the Liens that secure the Senior Debt, other than the right to payment (but not with respect to the payment from the proceedsdefense of any collateral subject toaction regarding the validity, perfection, priority, enforceability or avoidability of any such Liens) to the Holders as expressly provided under the Notes.security interest or lien.