Common use of Intercreditor Relations Clause in Contracts

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Section 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Senior Priority Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Senior Priority Agent (as defined in the Intercreditor Agreement) for the benefit of the holders of the applicable Additional ABL Senior Priority Obligations to secure such Additional ABL Senior Priority Obligations pursuant to the applicable Additional ABL Collateral Senior Priority Documents (except, as defined in the case of this clause Intercreditor Agreement) (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL other Senior Priority Agent, on behalf of itself and the Additional ABL Secured Parties Senior Priority Creditors (as defined in the Intercreditor Agreement) represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent (as defined in the Intercreditor Agreement) shall be determined solely pursuant to the applicable Intercreditor AgreementsAgreement or Other Intercreditor Agreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement or Other Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement or Other Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement or Other Intercreditor Agreement, as applicable, shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iiiii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement or Other Intercreditor Agreement, as applicable, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 hereof shall (ax) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Cash Flow Collateral Obligations, be subject and subordinate to the Liens granted to the Term Loan Cash Flow Collateral Agent (as defined in the Base Intercreditor Agreement) for the benefit of the Term Loan Secured Parties holders of the Cash Flow Collateral Obligations to secure the Term Loan Facility Cash Flow Collateral Obligations pursuant to the Term Loan relevant Cash Flow Collateral Agreement and Documents (as defined in the Base Intercreditor Agreement), (y) with respect to all Security Collateral other than ABL Priority Collateral, prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (as defined in the Base Intercreditor Agreement) (except, in the case of this clause (by), as may be separately otherwise agreed between the U.S. ABL Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties (as defined in the Base Intercreditor Agreement) represented thereby). The U.S. ABL Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the U.S. ABL Collateral Agent, the Administrative Cash Flow Collateral Agent, the Term Loan First Lien Note Agent, the Second Lien Note Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the U.S. ABL Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the U.S. ABL Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such the applicable Intercreditor Agreement shall govern and control as among (i) the U.S. ABL Collateral Agent, the Term Loan Cash Flow Collateral Agent, the First Lien Note Agent, the Second Lien Note Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, Agreement and (ii) the Collateral Agent and Additional U.S. ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Cash Flow Collateral Obligations remain outstanding, any obligation hereunder to deliver to the U.S. ABL Collateral Agent any Security Collateral constituting Term Loan Cash Flow Priority Collateral shall be satisfied by causing such Term Loan Cash Flow Priority Collateral to be delivered to the Term Loan Cash Flow Collateral Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Base Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and (y) for so long as any First Lien Note Obligations, Second Lien Note Obligations or Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the U.S. ABL Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the U.S. ABL Collateral Agent, or the applicable Collateral Representative Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional ABL Agent Agent, as applicable, to be held in accordance with the any applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) Section 5 herein with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), Priority Collateral shall be subject and subordinate to (a) the Liens granted to the Term Loan Agent for the benefit of the holders of the Term Loan Secured Parties Debt to secure the Term Loan Facility Obligations obligations pursuant to the relevant Term Loan Collateral Agreement Documents and (yb) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Agent for the benefit of the holders of any Additional Indebtedness (as defined in the Intercreditor Agreement) to secure the obligations pursuant to the relevant Additional Documents (as defined in the Intercreditor Agreement, as an to the extent provided in the Intercreditor Agreement. The Liens granted pursuant to Section 5 herein with respect to all Working Capital Priority Collateral (as defined in the Intercreditor Agreement) shall, prior to the Payment in Full of all Obligations and in accordance with the Intercreditor Agreement, be senior and prior to (i) the Liens granted to the Term Loan Agent for the benefit of the holders of the Additional Term Obligations Loan Debt to secure the Additional Term Obligations obligations pursuant to any Additional the relevant Term Collateral Loan Documents as and to the extent provided for therein, and (bii) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable any Additional ABL Obligations Indebtedness to secure such Additional ABL Obligations the obligations pursuant to the applicable relevant Additional ABL Collateral Documents (exceptDocuments, as and to the extent provided in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Intercreditor Agreement. Each Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent Party acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall and the Term Loan Agent may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent or any other Secured Party hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing socontrol. Notwithstanding any other provision hereof, (x) for so long as prior to the payment in full of the obligations under the Term Loan Facility Obligations or Documents and the obligations under any Additional Term Obligations remain outstandingDocuments in accordance with the Intercreditor Agreement, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be physically delivered to Agent or the Term Loan Agent or any Additional Agent or such other agent as may be provided for under the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) , as applicable, acting as agent of Agent, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateralshall, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Senior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Senior Priority Obligations to secure such Additional ABL Obligations that are Senior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Second Lien Collateral Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Second Lien Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Base Intercreditor Agreement, and (iiiii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent (as defined in the Base Intercreditor Agreement) to be held in accordance with the applicable Base Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Subsection 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan the Note Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Note Agent for the benefit of the Term Loan Secured Parties Noteholders to secure the Term Loan Facility Obligations Notes pursuant to the Term Loan Note Collateral Agreement and (y) prior to the applicable Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)Documents. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Note Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Note Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or Notes remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Note Priority Collateral shall be satisfied by causing such Note Priority Collateral to be delivered to the Note Agent to be held in accordance with the Intercreditor Agreement and (y) for so long as any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Note Priority Collateral shall be satisfied by causing such Term Loan Note Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Collateral Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Senior Priority Obligations, be junior in priority to the Liens granted to any Senior Priority Agent for the benefit of the holders of the applicable Senior Priority Obligations to secure such Senior Priority Obligations pursuant to the applicable Senior Priority Documents and (c) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Junior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Junior Priority Obligations to secure such Additional ABL Obligations that are Junior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (bc), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative ABL Collateral Agent, the Term Loan First Lien Collateral Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan First Lien Collateral Agent and any Additional Agent, in the case of the Base Intercreditor Agreement, (ii) the Collateral Agent, the First Lien Collateral Agent, the ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan the ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Collateral Agent or the applicable Term ABL Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and Agreement, (y) for so long as any Senior Priority Obligations or any Additional ABL Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or to be held in accordance with the applicable Intercreditor Agreement and (z) for so long as any Additional ABL Obligations that are Junior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall be (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (yi) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Senior Priority Obligations, be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Senior Priority Obligations to secure such Additional ABL Obligations that are Senior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)) and (ii) prior to the Discharge of ABL Obligations be subject to the priorities set forth in the ABL Intercreditor Agreement. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent ABL Representative and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (iii) the Collateral Agent and Additional the ABL AgentRepresentative, in the case of the Junior Lien ABL Intercreditor Agreement, Agreement and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (xi) for so long as Term Loan Facility Obligations or any Additional Term Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Control Collateral constituting Term Loan Priority Collateral (as defined in the Base Intercreditor Agreement) shall be satisfied by causing such Term Loan Priority Control Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Senior Priority Representative (as defined in the ABL/Term Loan Base Intercreditor Agreement) to be held by such Senior Priority Representative for the benefit of the Agent in accordance with the ABL/Term Loan Base Intercreditor Agreement and (yii) for so long as any Additional ABL Obligations (as defined in the ABL Intercreditor Agreement) remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security ABL Priority Collateral shall be satisfied by causing such Security ABL Priority Collateral to be delivered to the applicable ABL Collateral Representative or any Additional (as defined in the ABL Agent Intercreditor Agreement) to be held by such ABL Collateral Representative for the benefit of the Agent in accordance with the applicable ABL Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsection 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Cash Flow Collateral Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Cash Flow Collateral Agent for the benefit of the Term Loan Secured Parties holders of the Cash Flow Collateral Obligations to secure the Term Loan Facility Cash Flow Collateral Obligations pursuant to the Term Loan relevant Cash Flow Collateral Agreement Documents (as defined in the Base Intercreditor Agreement), and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (as defined in the Base Intercreditor Agreement) (except, in the case of this clause (by), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties (as defined in the Base Intercreditor Agreement) represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such the applicable Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, Agreement and (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor the Pledgor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Cash Flow Collateral Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral Pledged Stock constituting Term Loan Cash Flow Priority Collateral shall be satisfied by causing such Term Loan Cash Flow Priority Collateral to be delivered to the Term Loan Cash Flow Collateral Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral the Pledged Stock shall be satisfied by causing such Security Collateral the Pledged Stock to be delivered to the Collateral Agent, or the applicable Collateral Representative Representative, Cash Flow Collateral Agent, or any Additional ABL Agent Agent, as applicable, to be held in accordance with the any applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Section 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan First Lien Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Senior Priority Agent for the benefit of the holders of the applicable Additional ABL Obligations in respect of Senior Priority Debt to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), except as may be separately otherwise agreed between the Canadian Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, including pursuant to any First Lien Intercreditor Agreement or Other Intercreditor Agreement). The Canadian Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Canadian Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Canadian Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Canadian Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, other than Section 3.5 hereof (which shall govern and control), the terms of such Intercreditor Agreement shall govern and control as among (ia) the Canadian Collateral Agent, the Term Loan Agent and any Additional Agentother secured creditor (or agent therefor) party thereto, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior First Lien Intercreditor Agreement, and (iiib) the Canadian Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations in respect of Senior Priority Debt remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Canadian Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative Agent or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term ABL Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Term Agent for the benefit of the holders of the applicable Additional ABL Term Obligations to secure such Additional ABL Term Obligations pursuant to the applicable Additional ABL Term Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Term Agent, on behalf of itself and the Additional ABL Term Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan ABL Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Term Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility ABL Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Agent or the applicable Term ABL Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Term Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 hereof shall (aw) with respect to all Security Collateral other than Security Collateral constituting ABL Cash Flow Priority Collateral, (x) prior to the Discharge of Term Loan ABL Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral Documents the relevant ABL Document (as and to defined in the extent provided for thereinBase Intercreditor Agreement), and (bx) with respect to all Security Collateral, prior to the Discharge of Additional ABL First Lien Note Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement or the Cash Flow Intercreditor Agreement, as applicable), be pari passu and equal in priority to the Liens granted to the First Lien Note Agent for the benefit of the holders of the First Lien Note Obligations (as defined in the Base Intercreditor Agreement or the Cash Flow Intercreditor Agreement, as applicable) to secure such First Lien Note Obligations pursuant to the First Lien Note Collateral Documents (as defined in the Base Intercreditor Agreement or the Cash Flow Intercreditor Agreement, as applicable), (y) with respect to all Security Collateral, prior to the applicable Discharge of Additional Obligations (as defined in the Base Intercreditor Agreement or the Cash Flow Intercreditor Agreement, as applicable), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (as defined in the Base Intercreditor Agreement or the Cash Flow Intercreditor Agreement, as applicable) (except, in the case of this clause (by), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties (as defined in the Base Intercreditor Agreement or the Cash Flow Intercreditor Agreement, as applicable) represented thereby, including pursuant to the Cash Flow Intercreditor Agreement) and (z) with respect to all Security Collateral, prior to the Discharge of Second Lien Note Obligations (as defined in the Cash Flow Intercreditor Agreement), be senior in priority to the Liens granted to the Second Lien Note Agent for the benefit of the holders of the Second Lien Note Obligations (as defined in the Cash Flow Intercreditor Agreement) to secure such Second Lien Note Obligations pursuant to the Second Lien Note Collateral Documents (as defined in the Cash Flow Intercreditor Agreement). The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative ABL Agent, the Term Loan First Lien Note Agent, the Second Lien Note Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such the applicable Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan ABL Agent, the First Lien Note Agent, the Second Lien Note Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (ii) the Collateral Agent, the First Lien Note Agent, the Second Lien Note Agent and any Additional ABL Agent, in the case of the Junior Lien Cash Flow Intercreditor Agreement, Agreement and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and (y) for so long as any First Lien Note Obligations, Second Lien Note Obligations or Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the Collateral Agent, or the applicable Collateral Representative Representative, ABL Agent, First Lien Note Agent, or any Additional ABL Agent Agent, as applicable, to be held in accordance with the any applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 hereof shall (aw) with respect to all Security Collateral other than Security Collateral constituting ABL Cash Flow Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for thereinrelevant ABL Document, and (bx) with respect to all Security Collateral, prior to the Discharge of Term Obligations, be pari passu and equal in priority to the Liens granted to the Term Agent for the benefit of the holders of the Term Obligations to secure such Term Obligations pursuant to the Term Collateral Documents, (y) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (by), as may be separately otherwise agreed between the Note Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby), including pursuant to the Cash Flow Intercreditor Agreement) and (z) with respect to all Security Collateral, prior to the Discharge of Second Lien Note Obligations, be senior in priority to the Liens granted to the Second Lien Note Agent for the benefit of the holders of the Second Lien Note Obligations to secure such Second Lien Note Obligations pursuant to the Second Lien Note Collateral Documents. The Note Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Note Collateral Agent, the Administrative ABL Agent, the Term Loan Agent, the Second Lien Note Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Note Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Note Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such the applicable Intercreditor Agreement shall govern and control as among (i) the Note Collateral Agent, the ABL Agent, the Term Loan Agent, the Second Lien Note Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (ii) the Note Collateral Agent, the Term Agent, the Second Lien Note Agent and any Additional ABL Agent, in the case of the Junior Lien Cash Flow Intercreditor Agreement, Agreement and (iii) the Note Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Note Collateral Agent any Security Collateral constituting ABL Priority Collateral shall be satisfied by causing such ABL Priority Collateral to be delivered to the ABL Agent to be held in accordance with the Base Intercreditor Agreement and (y) for so long as any Term Obligations, Second Lien Note Obligations or Additional Obligations remain outstanding, any obligation hereunder to deliver to the Note Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the Note Collateral Agent, or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional ABL Agent Agent, as applicable, to be held in accordance with the any applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsection 3.1 and 3.2 herein shall (ax) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan ABL Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term the ABL Collateral Documents as and to the extent provided for therein, and (by) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (by), as may be separately otherwise agreed agreed, between the Note Collateral Agent, on behalf of itself and the Secured PartiesParties represented thereby, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Note Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Note Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Note Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Note Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of this Agreement and any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (ia) the Note Collateral Agent, the Term Loan ABL Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (iib) the Note Collateral Agent and any Additional ABL Agent, in the case of the Junior Lien Note Collateral Intercreditor Agreement, and (iiic) the Note Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Note Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Note Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Collateral Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Senior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Senior Priority Obligations to secure such Additional ABL Obligations that are Senior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative ABL Collateral Agent, the Term Loan Second Lien Collateral Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Second Lien Collateral Agent and any Additional Agent, in the case of the Base Intercreditor Agreement, (ii) the Collateral Agent, the Second Lien Collateral Agent, the ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan the ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Collateral Agent or the applicable Term ABL Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Collateral Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan Collateral Senior ABL Facility Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties Claimholders represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Collateral Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and any Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Collateral Agent or the applicable Term Collateral Representative (Control Agent, as defined in the ABL/Term Loan Intercreditor Agreement) applicable, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative Representative, the Control Agent or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Section 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreementif applicable), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations that constitute Senior Priority Debt (as defined in the Base Intercreditor Agreement) pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (bx), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby), including pursuant to any First Lien Intercreditor Agreement or Other Intercreditor Agreement) and (y) with respect to all Security Collateral, prior to the Discharge of the Junior Priority Obligations, be senior in priority to the Liens granted to the Junior Priority Representative for the benefit of the Junior Priority Secured Parties to secure the Junior Priority Obligations pursuant to the Note Collateral Agreement and any other Junior Priority Collateral Documents. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Note Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (ia) the Collateral Agent, the Term Loan Note Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (iib) the Collateral Agent and Additional ABL Agentany other secured creditor (or agent therefor) party thereto, in the case of the Junior First Lien Intercreditor Agreement, and (iiic) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Obligations or any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative Agent or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsection 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined be senior in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate priority to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral the relevant ABL Documents (as and to defined in the extent provided for therein, Base Intercreditor Agreement) and (by) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement or the Cash Flow Intercreditor Agreement, as applicable), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (as defined in the Base Intercreditor Agreement or the Cash Flow Intercreditor Agreement, as applicable) (except, in the case of this clause (by), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties (as defined in the Base Intercreditor Agreement or the Cash Flow Intercreditor Agreement, as applicable) represented therebythereby including pursuant to the Cash Flow Intercreditor Agreement). The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such the applicable Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan ABL Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (ii) the Collateral Agent and any Additional ABL Agent, in the case of the Junior Lien Cash Flow Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor the Pledgor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral the Pledged Stock shall be satisfied by causing such Term Loan Priority Collateral the Pledged Stock to be delivered to the Term Loan Agent Collateral Agent, or the applicable Term Collateral Representative (Representative, as defined in the ABL/Term Loan Intercreditor Agreement) applicable, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Sections 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreementif applicable), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations that constitute Junior Priority Debt (as defined in the Base Intercreditor Agreement) pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (bx), as may be separately otherwise agreed between the Note Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby), including pursuant to any Junior Priority Intercreditor Agreement or other Intercreditor Agreement) and (y) with respect to all Security Collateral, prior to the Discharge of Senior Priority Obligations, be junior in priority to the Liens granted to the Senior Priority Representative for the benefit of the Senior Priority Secured Parties to secure the Senior Priority Obligations pursuant to the ABL U.S. Guarantee and Collateral Agreement and any other Senior Priority Collateral Documents. The Note Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Note Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Note Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Note Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (ia) the Note Collateral Agent, the Term Loan ABL Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (iib) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Note Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Junior Priority Intercreditor Agreement, and (c) the Note Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility any Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Note Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Note Collateral Representative Agent or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateralshall, (xi) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Senior Priority Obligations, be subject and subordinate in priority to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent Senior Priority Agents for the benefit of the holders of the Additional Term Obligations applicable Senior Priority Obligations, as the case may be, to secure the Additional Term such Senior Priority Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for thereinapplicable Senior Priority Documents, and (bii) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Junior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Junior Priority Obligations to secure such Additional ABL Obligations that are Junior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan First Lien Collateral Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan First Lien Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Base Intercreditor Agreement, and (iiiii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Senior Priority Obligations or any Additional ABL Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent Junior Priority Representative (each as defined in the Base Intercreditor Agreement) to be held in accordance with the applicable Base Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 this Agreement shall (a) be, with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Original First Lien Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be at least pari passu and equal in priority to the Liens granted to any Additional ABL Senior Priority Agent (as defined in the Intercreditor Agreement) for the benefit of the holders of the applicable Additional ABL Obligations Senior Priority Claims to secure such Additional ABL Obligations Senior Priority Claims (as defined in the Intercreditor Agreement) pursuant to the applicable Additional ABL Senior Priority Collateral Documents (except, as defined in the case of this clause Intercreditor Agreement) (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL AgentSenior Priority Agent (as defined in the Intercreditor Agreement), on behalf of itself and the Additional ABL Secured Parties Senior Priority Creditors (as defined in the Intercreditor Agreement) represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Second Priority Agent (as defined in the Intercreditor Agreement) shall be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, any other First Priority Agent (as defined in the Term Loan Agent Intercreditor Agreement) and any Additional Agent, Second Priority Agent (as defined in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement). In the event of any such conflict, each Grantor Credit Party may act (or omit to act) in accordance with such the Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, until the Discharge of the Senior Priority Obligations (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingdefined in the Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Senior Priority Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement).

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 hereof shall (ax) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Cash Flow Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Cash Flow Collateral Agent for the benefit of the Term Loan Secured Parties holders of the Cash Flow Obligations to secure the Term Loan Facility Cash Flow Obligations pursuant to the Term relevant Cash Flow Loan Collateral Agreement Documents, and (y) with respect to all Security Collateral, prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, as defined in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented therebyIntercreditor Agreement). The U.S. ABL Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the U.S. ABL Collateral Agent, the Administrative Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the U.S. ABL Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the U.S. ABL Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the U.S. ABL Collateral Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingsubject to the terms of the Intercreditor Agreement, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional U.S. ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the applicable Secured Party Representative, acting as agent for the U.S. ABL Collateral Representative or any Additional ABL Agent Agent, to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Subsection 3.1 and 3.2 herein shall (aw) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Agent for the benefit of the Term Loan Secured Parties holders of the ABL Obligations to secure the Term Loan Facility ABL Obligations pursuant to the ABL Guarantee and Collateral Agreement, (x) with respect to Term Loan Collateral Agreement and (y) Priority Collateral, prior to the Discharge of Additional Term the ABL Obligations, be senior in priority to the Liens granted to the ABL Agent for the benefit of the holders of the ABL Obligations to secure the ABL Obligations pursuant to the ABL Guarantee and Collateral Agreement, (y) with respect to all Security Collateral, prior to the Discharge of the Senior Priority Obligations (as defined in the ABL/Term Loan Priority Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Senior Priority Agent (as defined in the Term Agent Loan Priority Collateral Intercreditor Agreement) for the benefit of the holders of any Senior Priority Obligations (as defined in the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Loan Priority Collateral Documents as and to the extent provided for therein, Intercreditor Agreement) and (bz) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), (i) be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders Additional Obligations constituting Junior Priority Debt (as defined in the Term Loan Priority Intercreditor Agreement) to secure such Additional Obligations pursuant to the applicable Additional Collateral Documents and (ii) be subject and subordinate to the Liens granted to any Additional Agent for the benefit of the holders of Additional Obligations constituting Senior Priority Debt (as defined in the applicable Additional ABL Obligations Term Loan Priority Intercreditor Agreement) to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of either clause (i) or (ii) of this clause (bz), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby(as defined in the Base Intercreditor Agreement or the Term Loan Priority Collateral Intercreditor Agreement, as applicable)). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative ABL Agent, the Term Loan First Lien Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Base Intercreditor AgreementsAgreement and the Term Loan Priority Collateral Intercreditor Agreement. In the event of any conflict between the terms of any the Base Intercreditor Agreement, the Term Loan Priority Collateral Intercreditor Agreement and this Agreement, the terms of such the (i) Base Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the ABL Agent, the First Lien Agent and any Additional Agent and (ii) the Term Loan Priority Collateral Intercreditor Agreement shall govern and control as among the Collateral Agent, the First Lien Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan Priority Security Collateral to be delivered to the Term Loan ABL Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and Agreement, (y) for so long as any Additional ABL Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the First Lien Agent, the applicable Collateral Representative or any Additional ABL Agent Agent, as applicable, to be held in accordance with any applicable Intercreditor Agreement and (z) for so long as any Additional Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the Collateral Agent, the First Lien Agent, the applicable Collateral Representative or any Additional Agent, as applicable, to be held in accordance with any applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, Collateral (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan Senior ABL Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term ABL Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, (x) prior to the Discharge of Cash Flow Obligations, be pari passu and equal in priority to the Liens granted to the Senior Cash Flow Agent for the benefit of the Cash Flow Secured Parties to secure the Cash Flow Obligations pursuant to the Cash Flow Collateral Agreement, (y) prior to the Discharge of Additional ABL Cash Flow Obligations (as defined with respect to the obligations in respect of the ABL/Senior Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to the Senior Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the applicable Additional Cash Flow Obligations pursuant to the Term Loan Collateral Agreement and (z) prior to the Discharge of Additional Cash Flow Obligations with respect to the obligations in respect of any other Additional Cash Flow Obligations, be pari passu and equal in priority to the Liens granted to any such Additional ABL Cash Flow Agent for the benefit of the holders of the applicable Additional ABL Cash Flow Obligations to secure such Additional ABL Cash Flow Obligations pursuant to the applicable Additional ABL Cash Flow Collateral Documents (except, in the case of this clause (bb)(z), as may be separately otherwise agreed between the Note Collateral Agent, on behalf of itself and the Secured Parties, and any such Additional ABL Cash Flow Agent, on behalf of itself and the Additional ABL Cash Flow Secured Parties represented thereby). The Note Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Note Collateral Agent, the Administrative Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Note Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Note Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Note Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (ii) the Note Collateral Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent and any Additional ABL Cash Flow Agent, in the case of the any Junior Lien Intercreditor Agreement, and (iii) the Note Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility prior to the Discharge of ABL Obligations or any and the Discharge of Additional Term Obligations remain outstandingABL Obligations, any obligation hereunder to deliver to the Note Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan Senior ABL Agent or the applicable Term ABL Collateral Representative (as defined in the ABL/Term Loan Base Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and (y) for so long as any prior to the Discharge of Cash Flow Collateral Obligations (other than the Additional ABL Cash Flow Obligations remain outstandingin respect of the Indenture), any obligation hereunder to deliver to the Note Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative Representative, the Senior Cash Flow Agent, the Senior Term Loan Agent or any Additional ABL Cash Flow Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Subsection 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan the Note Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Note Agent for the benefit of the Term Loan Secured Parties Noteholders to secure the Obligations (as defined in the Canadian Term Loan Facility Obligations pursuant to the Term Loan Guarantee and Collateral Agreement Agreement) and (y) prior to the applicable Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)Documents. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Note Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Note Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, prior to the Discharge of the Note Obligations (xas defined in the Intercreditor Agreement) for so long and the Discharge of Additional Obligations (as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingdefined in the Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Note Priority Collateral shall be satisfied by causing such Term Loan Note Priority Collateral to be delivered to the Term Loan Agent Note Agent, or the applicable Term Collateral Representative (or any Additional Agent, as defined in the ABL/Term Loan Intercreditor Agreement) applicable, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall be (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan ABL Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Cash Flow Collateral Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations (as defined in the ABL Intercreditor Agreement) pursuant to the Term Loan Collateral Agreement Documents (as defined in the ABL Intercreditor Agreement) and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term ABL Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent (as defined in the ABL Loan Intercreditor Agreement) for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents (as defined in the ABL Loan Intercreditor Agreement) as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan AB Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), ) as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien ABL Loan Intercreditor Agreement, Agreement and (iiiii) the Collateral Agent and any Additional Agent or any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations (as defined in the ABL Intercreditor Agreement) or any Additional Term Obligations (as defined in the ABL Intercreditor Agreement) remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent (as defined in the ABL Intercreditor Agreement) or the applicable Term Loan Collateral Representative (as defined in the ABL/Term Loan ABL Intercreditor Agreement) to be held in accordance with the ABL/Term Loan ABL Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Subsection 3.1 and 3.2 herein shall (aw) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional the ABL Guarantee and Collateral Agreement, (x) with respect to Term Collateral Documents as and Loan Priority Collateral, prior to the extent provided Discharge of the ABL Obligations, be senior in priority to the Liens granted to the ABL Agent for thereinthe benefit of the holders of the ABL Obligations to secure the ABL Obligations pursuant to the ABL Guarantee and Collateral Agreement, and (by) with respect to all Security Collateral, prior to the Discharge of Additional ABL the Junior Priority Obligations (as defined in the ABL/Term Loan Priority Intercreditor Agreement), be senior in priority to the Liens granted to any Junior Priority Agent (as defined in the Term Loan Priority Collateral Intercreditor Agreement) for the benefit of the holders of the Junior Priority Obligations (as defined in the Term Loan Priority Collateral Intercreditor Agreement) and (z) with respect to all Security Collateral, prior to the applicable Discharge of Additional Obligations (as defined in the Base Intercreditor Agreement), (i) be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders Additional Obligations constituting Senior Priority Debt (as defined in the Term Loan Priority Intercreditor Agreement) to secure such Additional Obligations pursuant to the applicable Additional Collateral Documents and (ii) be senior in priority to the Liens granted to any Additional Agent for the benefit of the holders of Additional Obligations constituting Junior Priority Debt (as defined in the applicable Additional ABL Obligations Term Loan Priority Intercreditor Agreement) to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of either clause (i) or (ii) of this clause (bz), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby(as defined in the Base Intercreditor Agreement or the Term Loan Priority Collateral Intercreditor Agreement, as applicable)). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative ABL Agent, the Term Loan Second Lien Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Base Intercreditor AgreementsAgreement and the Term Loan Priority Collateral Intercreditor Agreement. In the event of any conflict between the terms of any the Base Intercreditor Agreement, the Term Loan Priority Collateral Intercreditor Agreement and this Agreement, the terms of such the (i) Base Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the ABL Agent, the Second Lien Agent and any Additional Agent and (ii) the Term Loan Priority Collateral Intercreditor Agreement shall govern and control as among the Collateral Agent, the Second Lien Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan Priority Security Collateral to be delivered to the Term Loan ABL Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the Collateral Agent, or the applicable Collateral Representative or any Additional ABL Agent Agent, as applicable, to be held in accordance with the any applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 hereof shall (ax) with respect to all Security Collateral other than Security Collateral constituting ABL Cash Flow Facilities Priority Collateral, (x) prior to the Discharge of Term Loan ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan U.S. ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, relevant ABL Loan Document and (by) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, as defined in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented therebyIntercreditor Agreement). The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan U.S. ABL Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan U.S. ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingsubject to the terms of the Intercreditor Agreement, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the applicable Secured Party Representative, acting as agent for the Collateral Representative or any Additional ABL Agent Agent, to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsection 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Collateral Agent for the benefit of the holders of the Term Loan Secured Parties Obligations to secure the Term Loan Facility Obligations pursuant to the Term Loan Guarantee and Collateral Agreement and (y) prior to the applicable Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)Documents. The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be physically delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.Agreement and (y) for

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 shall (ai) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Collateral Obligations, be subject and subordinate to the Liens granted to the Term Loan First Lien Collateral Agent, the Second Lien Collateral Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/applicable Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Collateral Obligations to secure such Additional ABL Term Loan Collateral Obligations pursuant to the applicable Additional ABL Term Loan Priority Collateral Documents (except, in the case respect of this clause (b)any Additional Term Obligations, as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Term Agent, on behalf of itself and the Additional ABL Term Secured Parties represented thereby)) as and to the extent provided for therein and (ii) with respect to all Security Collateral constituting ABL Priority Collateral, prior to the Discharge of ABL Obligations, be senior to the Liens granted to the First Lien Collateral Agent, the Second Lien Collateral Agent and any Additional Term Agent for the benefit of the holders of the applicable Term Loan Collateral Obligations to secure such Term Loan Collateral Obligations pursuant to the applicable Term Loan Priority Collateral Agreements (except, in respect of any Additional Term Obligations, as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby) as and to the extent provided for therein. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, on the Administrative one hand, and the First Lien Collateral Agent, the Term Loan Second Lien Collateral Agent and any Additional Agent Term Agent, on the other hand, shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, on the Term Loan one hand, and the First Lien Collateral Agent, the Second Lien Collateral Agent and any Additional Term Agent, on the other hand, in the case of the ABL/Term Loan Intercreditor Agreement, and (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Collateral Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the applicable Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security constituting Cash Flow Priority Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Cash Flow Obligations, be subject and subordinate to the Liens granted to the Term Loan Cash Flow Agent for the benefit of the Term Loan Cash Flow Secured Parties to secure the Term Loan Facility Cash Flow Obligations pursuant to the Term Loan Cash Flow Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Cash Flow Obligations, be subject and subordinate to the Liens granted to any Additional Term Cash Flow Agent for the benefit of the holders of the Additional Term Cash Flow Obligations to secure the Additional Term Cash Flow Obligations pursuant to any Additional Term Cash Flow Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Each of the Collateral Agent and the Administrative Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Cash Flow Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Cash Flow Agent and any Additional Agent, in the case of the ABL/Term Loan Cash Flow Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the any Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility prior to the Discharge of Cash Flow Obligations or any and the Discharge of Additional Term Obligations remain outstandingCash Flow Obligations, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Cash Flow Priority Collateral shall be satisfied by causing such Term Loan Cash Flow Priority Collateral to be delivered to the Term Loan Cash Flow Agent or the applicable Term Cash Flow Collateral Representative (as defined in the ABL/Term Loan Cash Flow Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Cash Flow Intercreditor Agreement and (y) for so long as any prior to the Discharge of Additional ABL Obligations remain outstandingObligations, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Section 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Term Priority Collateral, (x) prior to the Discharge of Term Loan ABL Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan ABL Collateral Agent for the benefit of the Term Loan Secured Parties holders of the ABL Obligations to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Guarantee and Collateral Agreement and (y) prior to the Discharge of Additional Term ABL Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term ABL Collateral Documents as and to the extent provided for thereinDocuments, and (b) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Term Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Term Agent for the benefit of the holders of the applicable Additional ABL Term Obligations to secure such Additional ABL Term Obligations pursuant to the applicable Additional ABL Term Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Term Agent, on behalf of itself and the Additional ABL Term Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Collateral Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (ia) the Collateral Agent, the Term Loan ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (iib) the Collateral Agent and any Additional ABL Term Agent, in the case of the Junior Lien Term Collateral Intercreditor Agreement, and (iiic) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility any ABL Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Collateral Agent or to the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and (y) for so long as any Additional ABL Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Term Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 this Agreement shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) Collateral prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and Agreement, to the extent set forth in the ABL/Term Loan Intercreditor Agreement, (yb) with respect to all Collateral constituting Term Loan Priority Collateral prior to the applicable Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the applicable Additional Term Obligations to secure the such Additional Term Obligations pursuant to any the applicable Additional Term Collateral Documents as and to the extent provided for thereinDocuments, and (bc) with respect to all Security Collateral, (x) prior to the Discharge of Additional ABL Original First Lien Obligations (as defined in the ABL/Term Loan Junior Lien Intercreditor Agreement), be at least pari passu and equal in priority to the Liens granted to any Additional ABL Senior Priority Agent (as defined in the Junior Lien Intercreditor Agreement) for the benefit of the holders of the applicable Additional ABL Obligations Senior Priority Debt to secure such Additional ABL Obligations Senior Priority Debt (as defined in the Junior Lien Intercreditor Agreement) pursuant to the applicable Additional ABL Senior Priority Collateral Documents (except, as defined in the case of this clause Junior Lien Intercreditor Agreement) (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL AgentSenior Priority Agent (as defined in the Junior Lien Intercreditor Agreement), on behalf of itself and the Additional ABL Secured Parties Senior Priority Creditors (as defined in the Junior Lien Intercreditor Agreement) represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent, any Additional Term Agent and any Additional Second Priority Agent (as defined in the Junior Lien Intercreditor Agreement) shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Term Agent, in the case of the ABL/Term Loan Intercreditor Agreement, Agreement and (ii) the Collateral Agent and Additional ABL Agent, any other First Priority Agent (as defined in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor Second Priority Agent (or agent therefor) party thereto, as defined in the case of any Other Junior Lien Intercreditor Agreement). In the event of any such conflict, each Grantor Credit Party may act (or omit to act) in accordance with such the Junior Lien Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as prior to the Discharge of the Term Loan Facility Obligations or any (as defined in the ABL/Term Loan Intercreditor Agreement) and the Discharge of Additional Term Obligations remain outstanding(as defined in the ABL/Term Loan Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent Agent, or the applicable Term Loan Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) or any Additional Term Agent, as applicable, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long until the Discharge of the Senior Priority Obligations (as any Additional ABL Obligations remain outstandingdefined in the Junior Lien Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent to be held (as defined in accordance with the applicable Junior Lien Intercreditor Agreement.). Pledge and Security Agreement

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 shall (a) herein with respect to all Security Cash Flow Facilities Priority Collateral other than Security Collateral constituting ABL Priority Collateralshall, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Collateral Agent for the benefit of the holders of the Term Loan Secured Parties Obligations to secure the Term Loan Facility Obligations pursuant to the relevant Term Loan Collateral Agreement Document (as defined in the Intercreditor Agreement) and (y) prior to the Discharge of Additional Term Revolving Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Revolving Collateral Agent for the benefit of the holders of the Revolving Obligations to secure the Revolving Obligations pursuant to the relevant Revolving Document (as defined in the Intercreditor Agreement), and (z) prior to the applicable Discharge of Additional Obligations (as defined in the Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)Documents. The ABL Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the ABL Collateral Agent, the Administrative Term Collateral Agent, the Term Loan Revolving Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the ABL Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the ABL Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the ABL Collateral Agent, the Term Loan Collateral Agent, the Revolving Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, prior to the Discharge of Term Obligations, Discharge of Revolving Obligations and Discharge of Additional Obligations (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingdefined in the Intercreditor Agreement), any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the applicable ABL Collateral Representative or Agent, the Term Collateral Agent, the Revolving Collateral Agent, any Additional Agent or the Secured Party Representative, as applicable, acting as agent of the ABL Agent Collateral Agent, to be held in accordance with the applicable Intercreditor Agreement; it being understood, however, that any Security Collateral delivered to the Revolving Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative shall, to the extent separately agreed by the ABL Collateral Agent, Revolving Collateral Agent, Additional Agent or the Secured Party Representative, as the case may be, be delivered by the ABL Collateral Agent, the Revolving Collateral Agent, any Additional Agent or the Secured Party Representative, as the case may be, to the Term Collateral Agent as bailee in accordance with the Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 this Agreement shall (abe,(a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) Collateral prior to the Discharge of Term Loan ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan ABL Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Original First Lien Obligations (as defined in the ABL/Term Loan Junior Lien Intercreditor Agreement), be at least pari passu and equal in priority to the Liens granted to any Additional ABL Senior Priority Agent (as defined in the Intercreditor Agreement) for the benefit of the holders of the applicable Additional ABL Obligations Senior Priority Claims to secure such Additional ABL Obligations Senior Priority Claims (as defined in the Junior Lien Intercreditor Agreement) pursuant to the applicable Additional ABL Senior Priority Collateral Documents (except, as defined in the case of this clause Junior Lien Intercreditor Agreement) (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL AgentSenior Priority Agent (as defined in the Junior Lien Intercreditor Agreement), on behalf of itself and the Additional ABL Secured Parties Senior Priority Creditors (as defined in the Junior Lien Intercreditor Agreement) represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional Second Priority Agent (as defined in the Junior Lien Intercreditor Agreement) shall be determined solely pursuant to the applicable Intercreditor AgreementsAgreementAgreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreementAgreements. In the event of any conflict between the terms of any theany Intercreditor Agreement and this Agreement, the terms of such thesuch Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional the ABL Agent, in the case of the ABL/Term Loan Intercreditor Agreement, Agreement and (ii) the Collateral Agent and Additional ABL Agent, any other First Priority Agent (as defined in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor Second Priority Agent (or agent therefor) party thereto, as defined in the case of any Other Junior Lien Intercreditor Agreement). In the event of any such conflict, each Grantor Credit Party may act (or omit to act) in accordance with such the applicable Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long prior to the Discharge of ABL Obligations (as defined in the ABL/Term Loan Facility Obligations or any Additional Term Obligations remain outstandingIntercreditor Agreement, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Agent or the applicable Term ABL Collateral Representative (as defined in the ABL/Term Loan Intercreditor AgreementAgrement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long until the Discharge of the Senior Priority Obligations (as any Additional ABL Obligations remain outstandingdefined in the Junior Lien Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral (other than Collateral constituting ABL Priority Collateral) shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent to be held (as defined in accordance with the applicable Junior Lien Intercreditor Agreement.). Pledge and Security Agreement

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateralthis Agreement shall, (xi) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Senior Priority Obligations, be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate priority to the Liens granted to any Additional Term Senior Priority Agent for the benefit of the holders of the Additional Term applicable Senior Priority Obligations to secure the Additional Term such Senior Priority Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for thereinapplicable Senior Priority Documents, in each case in accordance with the terms set forth in the Base Intercreditor Agreement or an applicable Other Intercreditor Agreement, and (bii) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Junior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Junior Priority Obligations to secure such Additional ABL Obligations that are Junior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (exceptDocuments, in each case in accordance with the case of this clause terms set forth in the Base Intercreditor Agreement or an applicable Other Intercreditor Agreement (b), except as may be separately otherwise agreed between the Collateral Administrative Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Administrative Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan First Lien Administrative Agent and any Additional Agent shall be determined solely pursuant to the applicable Base Intercreditor AgreementsAgreement or an Other Intercreditor Agreement, as applicable, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Administrative Agent pursuant to this Agreement and the exercise rights and remedies of any right or remedy by the Collateral Administrative Agent hereunder are subject to the provisions of the Base Intercreditor Agreement and each applicable Other Intercreditor AgreementsAgreement. In the event of any conflict between the terms of the Base Intercreditor Agreement or any Other Intercreditor Agreement and this Agreement, the terms of such the Base Intercreditor Agreement or such Other Intercreditor Agreement, as the case may be, shall govern and control as among (i) the Collateral Administrative Agent, the Term Loan First Lien Administrative Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Base Intercreditor Agreement, and (iiiii) the Collateral Administrative Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with the Base Intercreditor Agreement or such Other Intercreditor Agreement, as applicable, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (xi) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder or under the Credit Agreement to deliver to the Collateral Administrative Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent to be held Junior Priority Representative in accordance with the Base Intercreditor Agreement or any applicable Other Intercreditor Agreement and (ii) prior to the Discharge of Senior Priority Obligations, (A) the Borrower shall, and shall cause each Restricted Subsidiary to, comply with the requirements of this Agreement to take action with respect to the Collateral and of Section 6.12, Section 6.14 and Section 6.16 of the Credit Agreement only to the same extent that the Borrower and such Restricted Subsidiaries are required to comply with analogous provisions under the First Lien Credit Agreement or the Security Agreement referred to therein and (B) the First Lien Administrative Agent or the Senior Priority Representative (or the equivalent term in any Other Intercreditor Agreement) shall have sole discretion (in consultation with the Borrower, if applicable) with respect to any determination concerning Collateral as to which the Administrative Agent would have authority to exercise under this Agreement or Section 6.12, Section 6.14 or Section 6.16 of the Credit Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 this Agreement shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) Collateral prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior Agreement, to the Discharge of Additional Term Obligations (as defined extent set forth in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, Agreement and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Senior Priority Obligations (as defined in the ABL/Term Loan Cash Flow Intercreditor Agreement), be pari passu junior and equal subordinate in priority to the Liens granted to any Additional ABL Senior Priority Agent (as defined in the Cash Flow Intercreditor Agreement) for the benefit of the holders of the applicable Additional ABL Obligations Senior Priority Debt (as defined in the Cash Flow Intercreditor Agreement) to secure such Additional ABL Obligations Senior Priority Debt pursuant to the applicable Additional ABL Collateral Senior Priority Documents (except, as defined in the case of this clause Cash Flow Intercreditor Agreement) (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL AgentSenior Priority Agent (as defined in the Cash Flow Intercreditor Agreement), on behalf of itself and the Additional ABL Secured Parties Senior Priority Creditors (as defined in the Cash Flow Intercreditor Agreement) represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional the Cash Flow Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional the ABL Agent, in the case of the ABL/Term Loan Intercreditor Agreement, Agreement and (ii) the Collateral Agent and Additional ABL Agent, any Senior Priority Agent (as defined in the Cash Flow Intercreditor Agreement) and any other Junior Priority Agent in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Cash Flow Intercreditor Agreement. In the event of any such conflict, each Grantor Credit Party may act (or omit to act) in accordance with such the applicable Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingprior to the Discharge of ABL Obligations, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long until the Discharge of the Senior Priority Obligations (as any Additional ABL Obligations remain outstandingdefined in the Cash Flow Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral (other than Collateral constituting ABL Priority Collateral) shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent to be held (as defined in accordance with the applicable Cash Flow Intercreditor Agreement.). Credit and Guaranty Agreement

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Subsection 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan the Note Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Note Agent for the benefit of the Term Loan Secured Parties Noteholders to secure the Term Loan Facility Obligations Indebtedness under the applicable Indenture pursuant to the Term Loan Note Collateral Agreement and (y) prior to the applicable Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)Documents. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Note Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Note Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, prior to the Discharge of the Note Obligations (xas defined in the Intercreditor Agreement) for so long and the Discharge of Additional Obligations (as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingdefined in the Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Note Priority Collateral shall be satisfied by causing such Term Loan Note Priority Collateral to be delivered to the Term Loan Agent Note Agent, or the applicable Term Collateral Representative (or any Additional Agent, as defined in the ABL/Term Loan Intercreditor Agreement) applicable, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Section 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), except as may be separately otherwise agreed between the Canadian Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Canadian Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Canadian Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Canadian Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Canadian Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (ia) the Canadian Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien ABL Collateral Intercreditor Agreement, and (iiib) the Canadian Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Canadian Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateralshall, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Senior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Senior Priority Obligations to secure such Additional ABL Obligations that are Senior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Base Intercreditor Agreement, and (iiiii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent (as defined in the Base Intercreditor Agreement) to be held in accordance with the applicable Base Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 herein shall (ax) with respect to all Security Collateral other than Security Collateral constituting ABL Cash Flow Facilities Priority Collateral, (x) prior to the Discharge of Term Loan ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for thereinrelevant ABL Document, and (by) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents and (exceptz) with respect to all Security Collateral, prior to the Discharge of Revolving Obligations (as defined in the case of this clause (bIntercreditor Agreement), as may be separately otherwise agreed between pari passu and equal in priority to Liens granted to secure the Collateral Agent, on behalf of itself and Revolving Obligations pursuant to the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)applicable Revolving Document. The Term Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Term Collateral Agent, the Administrative Revolving Collateral Agent, the Term Loan ABL Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Term Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Term Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Term Collateral Agent, the Term Loan Revolving Collateral Agent, the ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, prior to the Discharge of ABL Obligations (xas defined in the Intercreditor Agreement), Discharge of Revolving Obligations (as defined in the Intercreditor Agreement) for so long and Discharge of Additional Obligations (as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingdefined in the Intercreditor Agreement), any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the applicable Term Collateral Representative or Agent, the Revolving Collateral Agent, the ABL Collateral Agent, any Additional ABL Agent or the Secured Party Representative, as applicable, acting as agent of the Term Collateral Agent, to be held in accordance with the applicable Intercreditor Agreement; it being understood, however, that any Security Collateral delivered to the Revolving Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative shall, to the extent separately agreed, by the Revolving Collateral Agent, ABL Collateral Agent, Additional Agent or the Secured Party Representative, as the case may be, be delivered by the Revolving Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative, as the case may be, to the Term Collateral Agent as bailee in accordance with the Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall be (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan ABL Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Cash Flow Collateral Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations (as defined in the ABL Intercreditor Agreement) pursuant to the Term Loan Collateral Documents (as defined in the ABL Intercreditor Agreement) as and to the extent set forth in the ABL Intercreditor Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan ABL Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent (as defined in the ABL Intercreditor Agreement) for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents (as defined in the ABL Intercreditor Agreement) as and to the extent provided for thereinin the ABL Intercreditor Agreement, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan ABL Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), ) as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)) as and to the extent set forth in the ABL Intercreditor Agreement. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien ABL Intercreditor Agreement, Agreement and (iiiii) the Collateral Agent and any Additional Agent or any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations (as defined in the ABL Intercreditor Agreement) or any Additional Term Obligations (as defined in the ABL Intercreditor Agreement) remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent (as defined in the ABL Intercreditor Agreement) or the applicable Term Loan Collateral Representative (as defined in the ABL/Term Loan ABL Intercreditor Agreement) to be held in accordance with the ABL/Term Loan ABL Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Section 3.1 and 3.2 herein shall (ax) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Working Capital Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral Documents the ABL Credit Agreement, as and to the extent provided for thereinin the Intercreditor Agreement, and (by) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (exceptDocuments, as and to the extent provided in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)Intercreditor Agreement. The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the applicable ABL Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement and (y) for so long as any Additional Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to any Additional Agent to be held in accordance with the Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 herein shall (aw) with respect to all Security Collateral other than Security Collateral constituting ABL Cash Flow Facilities Priority Collateral, (x) prior to the Discharge of Term Loan ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral Documents the relevant ABL Document (as and to defined in the extent provided for thereinIntercreditor Agreement), and (bx) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, as defined in the case of this clause (bIntercreditor Agreement), (y) with respect to all Security Collateral, prior to the Discharge of Term Obligations (as may defined in the Intercreditor Agreement), be separately otherwise agreed between pari passu and equal in priority to Liens granted to secure the Collateral AgentTerm Obligations pursuant to the applicable Term Document (as defined in the Intercreditor Agreement) and (z) with respect to all Security Collateral, on behalf prior to the Discharge of itself Revolving Obligations (as defined in the Intercreditor Agreement), be pari passu and equal in priority to Liens granted to secure the Secured Parties, and any Additional ABL Agent, on behalf of itself and Revolving Obligations pursuant to the Additional ABL Secured Parties represented therebyapplicable Revolving Document (as defined in the Intercreditor Agreement). The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative 2007 Term Collateral Agent, the Term Loan Revolving Collateral Agent, the ABL Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the 2007 Term Loan Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, prior to the Discharge of ABL Obligations (x) for so long as Term Loan Facility Obligations or any Additional defined in the Intercreditor Agreement), Discharge of Term Obligations remain outstanding(as defined in the Intercreditor Agreement), Discharge of Revolving Obligations (as defined in the Intercreditor Agreement) and Discharge of Additional Obligations (as defined in the Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the applicable Collateral Representative or Agent, the 2007 Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, any Additional ABL Agent or the Secured Party Representative, as applicable, acting as agent of the Collateral Agent, to be held in accordance with the applicable Intercreditor Agreement; it being understood, however, that any Security Collateral delivered to the 2007 Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative shall, to the extent separately agreed, by the 2007 Term Collateral Agent, the Revolving Collateral Agent, ABL Collateral Agent, Additional Agent or the Secured Party Representative, as the case may be, be delivered by the 2007 Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative, as the case may be, to the Collateral Agent as bailee in accordance with the Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsection 3.1 and 3.2 herein shall (ax) with respect to all Security Collateral other than Security Collateral constituting ABL Term Priority Collateral, (x) prior to the Discharge of Term Loan ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term the ABL Guarantee and Collateral Documents as and to the extent provided for therein, Agreement and (by) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)Documents. The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be physically delivered to the Term Loan ABL Collateral Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term ABL Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Term Agent for the benefit of the holders of the applicable Additional ABL Term Obligations to secure such Additional ABL Term Obligations pursuant to the applicable Additional ABL Term Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Term Agent, on behalf of itself and the Additional ABL Term Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan ABL Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Term Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility ABL Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Agent or the applicable Term ABL Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Term Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Sections 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior shall be junior in priority to the Discharge Lien or security interest of Term Loan any Senior Priority Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Junior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Junior Priority Obligations to secure such Additional ABL Obligations that are Junior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), except as may be separately otherwise agreed between the Note Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Note Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Note Collateral Agent, the Administrative Agent, the Term Loan Original Senior Lien Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Note Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Note Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (ia) the Note Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (iib) the Note Collateral Agent and Additional ABL Agentany other secured creditor (or agent therefor) party thereto, in the case of the any Junior Lien Priority Intercreditor Agreement, Agreement and (iiic) the Note Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Note Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent (as defined in the Base Intercreditor Agreement) to be held in accordance with the applicable Base Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsection 3.1 and 3.2 hereof shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Revolving Credit Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject pari passu and subordinate equal in priority to the Liens granted to the Term Loan Revolving Credit Collateral Agent for the benefit of the Term Loan Secured Parties holders of the Revolving Credit Obligations to secure the Term Loan Facility Revolving Credit Obligations pursuant to the Term Loan Collateral Agreement applicable Revolving Credit Document (as defined in the Intercreditor Agreement) and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, as defined in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented therebyIntercreditor Agreement). The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Revolving Credit Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Revolving Credit Collateral Agent and any Additional Agent, provided that the limitation in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and subsection 3.2 shall not be in breach, violation or default of its obligations hereunder by reason of doing soalways apply. Notwithstanding any other provision hereof, subject to the terms of the Intercreditor Agreement, (x) for so long as Term Loan Facility Obligations or any Additional Term Revolving Credit Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Pledged Collateral constituting Term Loan Priority Collateral shall may be satisfied by causing such Term Loan Priority Pledged Collateral to be physically delivered to the Term Loan Revolving Collateral Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Pledged Collateral shall may be satisfied by causing such Security Pledged Collateral to be physically delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall be (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan ABL Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Cash Flow Collateral Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations (as defined in the ABL Intercreditor Agreement) pursuant to the Term Loan Collateral Documents (as defined in the ABL Intercreditor Agreement) as and to the extent set forth in the ABL Intercreditor Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan ABL Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent (as defined in the ABL Intercreditor Agreement) for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents (as defined in the ABL Intercreditor Agreement) as and to the extent provided for thereinin the ABL Intercreditor Agreement, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan ABL Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), ) as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)) as and to the extent set forth in the ABL Intercreditor. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien ABL Intercreditor Agreement, Agreement and (iiiii) the Collateral Agent and any Additional Agent or any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations (as defined in the ABL Intercreditor Agreement) or any Additional Term Obligations (as defined in the ABL Intercreditor Agreement) remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent (as defined in the ABL Intercreditor Agreement) or the applicable Term Loan Collateral Representative (as defined in the ABL/Term Loan ABL Intercreditor Agreement) to be held in accordance with the ABL/Term Loan ABL Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Subsection 3.1 and 3.2 herein shall (ax) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional the ABL Obligations pursuant to the applicable Additional ABL Guarantee and Collateral Documents Agreement and (excepty) with respect to Term Loan Priority Collateral, prior to the Discharge of the ABL Obligations, be senior in priority to the case Liens granted to the ABL Agent for the benefit of this clause (b), as may be separately otherwise agreed between the holders of the ABL Obligations to secure the ABL Obligations pursuant to the ABL Guarantee and Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)Agreement. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional the ABL Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable ABL Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the ABL Intercreditor Agreement and this Agreement, the terms of such the ABL Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional the ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting ABL Priority Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable ABL Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Sections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateralherein shall, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Senior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Senior Priority Obligations to secure such Additional ABL Obligations that are Senior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), except as may be separately otherwise agreed between the Common Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Common Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Common Collateral Agent, the each Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Common Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Common Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (ia) the Credit Facility Collateral Agent, the Term Loan L/C Facility Collateral Agent, the Common Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (iib) the Credit Facility Collateral Agent, the L/C Facility Collateral Agent and Additional ABL the Common Collateral Agent, in the case of the Junior Lien Intercreditor Agreement, Collateral Agency Agreement and (iiic) the Common Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Common Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent (as defined in the Base Intercreditor Agreement) to be held in accordance with the applicable Base Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Subsection 3.1 and 3.2 herein shall (aw) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional the ABL Obligations pursuant to the applicable Additional ABL Guarantee and Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured PartiesAgreement, and any Additional (x) with respect to Term Loan Priority Collateral, prior to the Discharge of the ABL AgentObligations, on behalf be senior in priority to the Liens granted to the ABL Agent for the benefit of itself the holders of the ABL Obligations to secure the ABL Obligations pursuant to the ABL Guarantee and the Additional ABL Secured Parties represented thereby)Collateral Agreement. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional the ABL Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable ABL Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the ABL Intercreditor Agreement and this Agreement, the terms of such the ABL Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional the ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting ABL Priority Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable ABL Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 this Agreement shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) Collateral prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Notes Collateral Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Notes Security Agreement, to the extent set forth in the ABL/Term Loan Intercreditor Agreement, (b) with respect to all Collateral Agreement and (y) constituting Term Loan Priority Collateral prior to the applicable Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the applicable Additional Term Obligations to secure the such Additional Term Obligations pursuant to any the applicable Additional Term Collateral Documents as and to the extent provided for thereinDocuments, and (bc) with respect to all Security Collateral, (x) prior to the Discharge of Additional ABL Original First Lien Obligations (as defined in the ABL/Term Loan Junior Lien Intercreditor Agreement), be at least pari passu and equal in priority to the Liens granted to any Additional ABL Senior Priority Agent (as defined in the Junior Lien Intercreditor Agreement) for the benefit of the holders of the applicable Additional ABL Obligations Senior Priority Debt to secure such Additional ABL Obligations Senior Priority Debt (as defined in the Junior Lien Intercreditor Agreement) pursuant to the applicable Additional ABL Senior Priority Collateral Documents (except, as defined in the case of this clause Junior Lien Intercreditor Agreement) (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL AgentSenior Priority Agent (as defined in the Junior Lien Intercreditor Agreement), on behalf of itself and the Additional ABL Secured Parties Senior Priority Creditors (as defined in the Junior Lien Intercreditor Agreement) represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Notes Collateral Agent, any Additional Term Loan Agent and any Additional Second Priority Agent (as defined in the Junior Lien Intercreditor Agreement) shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Notes Collateral Agent and any Additional Term Agent, in the case of the ABL/Term Loan Intercreditor Agreement, Agreement and (ii) the Collateral Agent and Additional ABL Agent, any other First Priority Agent (as defined in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor Second Priority Agent (or agent therefor) party thereto, as defined in the case of any Other Junior Lien Intercreditor Agreement). In the event of any such conflict, each Grantor Credit Party may act (or omit to act) in accordance with such the Junior Lien Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as prior to the Discharge of the Term Loan Facility Obligations or any (as defined in the ABL/Term Loan Intercreditor Agreement) and the Discharge of Additional Term Obligations remain outstanding(as defined in the ABL/Term Loan Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent Notes Collateral Agent, or the applicable Term Loan Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) or any Additional Term Agent, as applicable, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long until the Discharge of the Senior Priority Obligations (as any Additional ABL Obligations remain outstandingdefined in the Junior Lien Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent to be held (as defined in accordance with the applicable Junior Lien Intercreditor Agreement).”

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is (1) the understanding of Grantors and the parties Collateral Agent acknowledge that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge exercise of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit certain of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself ’s rights and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent remedies hereunder are subject to the provisions of the applicable ABL/Term Loan/Notes Intercreditor AgreementsAgreement and the Junior Lien Intercreditor Agreement, (2) prior to the Discharge of ABL Claims, any obligation hereunder to physically deliver any ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery to the ABL Collateral Agent, acting as gratuitous bailee for the Collateral Agent in accordance with the ABL/Term Loan/Notes Intercreditor Agreement and (3) any obligation hereunder to physically deliver any Collateral to the Collateral Agent shall be deemed satisfied by the delivery to the Senior Priority Collateral Agent (as defined in the Junior Lien Intercreditor Agreement), acting as gratuitous bailee for the Collateral Agent in accordance with the Junior Lien Intercreditor Agreement. The failure of the Collateral Agent or any other Secured Party to immediately enforce any of its rights and remedies hereunder (as a result of the terms of the Intercreditor Agreements or otherwise) shall not constitute a waiver of any such rights and remedies. In the event of any conflict or inconsistency between the terms of any the ABL/Term Loan/Notes Intercreditor Agreement and this AgreementAgreement regarding the relative priorities of the ABL Collateral Agent, the Collateral Agent, the New Second Lien Notes Agent and the New Third Lien Notes Agent in the Collateral, the terms of such the ABL/Term Loan/Notes Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreementcontrol. In the event of any such conflict, each Grantor may act (conflict or omit to act) in accordance with such inconsistency between the terms of the Junior Lien Intercreditor Agreement, Agreement and shall not be in breach, violation or default this Agreement regarding the relative priorities of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral Agent, the Initial Second Lien Representative and the Initial Third Lien Representatives in the Collateral, the terms of the Junior Lien Intercreditor Agreement shall govern and control. Terms used but nor defined in this Section 4.06 shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Section 3.1 and 3.2 herein shall (ax) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Working Capital Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral Documents the ABL Credit Agreement, as and to the extent provided for thereinin the Intercreditor Agreement, and (by) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (exceptDocuments, as and to the extent provided in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)Intercreditor Agreement. The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the ABL Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.any

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsection 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Cash Flow Collateral Agent for the benefit of the Term Loan Secured Parties holders of the Cash Flow Obligations to secure the Term Loan Facility Cash Flow Obligations pursuant to the Term Loan Collateral Agreement relevant Cash Flow Documents, and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, as defined in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented therebyIntercreditor Agreement). The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Cash Flow Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingsubject to the terms of the Intercreditor Agreement, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral Pledged Stock shall be satisfied by causing such Term Loan Priority Collateral Pledged Stock to be physically delivered to the Term Loan Agent or Secured Party Representative, acting as agent for the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) Agent, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Subsection 3.1 and 3.2 herein shall (aw) with respect to all Security Collateral other than Security Collateral constituting ABL Term Loan Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional the ABL Guarantee and Collateral Agreement, (x) with respect to Term Collateral Documents as and Loan Priority Collateral, prior to the extent provided Discharge of the ABL Obligations, be senior in priority to the Liens granted to the ABL Agent for thereinthe benefit of the holders of the ABL Obligations to secure the ABL Obligations pursuant to the ABL Guarantee and Collateral Agreement, (y) [reserved] and (bz) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (bz), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby(as defined in the Base Intercreditor Agreement)). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Base Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Base Intercreditor Agreement and this Agreement, the terms of such the Base Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan ABL Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan Priority Security Collateral to be delivered to the Term Loan ABL Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the Collateral Agent, or the applicable Collateral Representative or any Additional ABL Agent Agent, as applicable, to be held in accordance with the any applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is (1) the understanding Guarantors, the Grantors and the Collateral Agent acknowledge that the exercise of certain of the parties that Collateral Agent’s rights and remedies hereunder are subject to the Liens granted pursuant to Subsections 3.1 provisions of the ABL/Term Loan/Notes Intercreditor Agreement, any ABL Junior Lien Intercreditor Agreement and 3.2 shall the PropCo Subordination Agreements and (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x2) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Claims, any obligation hereunder to physically deliver any Term Loan Intercreditor Agreement), be subject and subordinate Priority Collateral to the Liens granted to Collateral Agent shall be deemed satisfied by the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant delivery to the Term Loan Collateral Agreement and (y) prior to Agent, acting as gratuitous bailee for the Discharge of Additional Term Obligations (as defined Collateral Agent in accordance with the ABL/Term Loan Loan/Notes Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority failure of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant or any other Secured Party to this immediately enforce any of its rights and remedies hereunder (as a result of the terms of the Intercreditor Agreement and the exercise or otherwise) shall not constitute a waiver of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreementssuch rights and remedies. In the event of any conflict or inconsistency between the terms of any the ABL/Term Loan/Notes Intercreditor Agreement and this Agreement, Agreement regarding the terms relative priorities of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Collateral Agent, the New Second Lien Notes Collateral Agent and any Additional Agent, the New Third Lien Notes Collateral Agent in the case Collateral, the terms of the ABL/Term Loan Loan/Notes Intercreditor Agreement, (ii) the Collateral Agent Agreement shall govern and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreementcontrol. In the event of any such conflictconflict or inconsistency between the terms of the PropCo Subordination Agreements, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreementon the one hand, and shall not be in breachthis Agreement on the other, violation or default regarding the relative priorities of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent Agent, the Initial Second Lien Representative and the Initial Third Lien Representative with respect to payment upon the guarantee of any Security Collateral constituting Term Loan Priority Collateral PropCo Guarantor, the terms of the PropCo Subordination Agreements shall govern and control. Terms used but not defined in this Section 4.06 shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. On the terms and subject to the conditions set forth in the Credit Agreement, the Grantors may Incur Indebtedness under one or more agreements (each referred to herein as a “Term Credit Agreement”), and secure their obligations under such Term Credit Agreements (collectively, the “Term Loan Collateral Obligations”) with Liens on all or a portion of the Collateral. The relative Lien priorities and other intercreditor matters relating to the Collateral will be set forth in an Intercreditor Agreement. Notwithstanding anything herein to the contrary, it is the understanding of the parties that that, if Term Loan Collateral Obligations are so Incurred, and an Intercreditor Agreement has been entered into, then, to the extent provided for in such Intercreditor Agreement, the Liens granted pursuant to Subsections subsections 3.1 and 3.2 shall (ai) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral (the “Term Loan Priority Collateral”), (x) prior to the Discharge discharge of the Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Collateral Obligations, be subject and subordinate to the Liens granted to the each collateral agent under any given Term Loan Agent Credit Agreement (each such collateral agent, a “Term Collateral Agent”) for the benefit of the Term Loan Secured Parties to secure holders of the Term Loan Facility Collateral Obligations to secure such Term Loan Collateral Obligations pursuant to the collateral documents entered into in connection with such Term Credit Agreement (the “Term Loan Priority Collateral Agreement Documents”) as and to the extent provided for therein and (yii) with respect to all Security Collateral constituting ABL Priority Collateral, prior to the Discharge discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be subject and subordinate senior to the Liens granted to any Additional each Term Collateral Agent for the benefit of the holders of the Additional Term Loan Collateral Obligations to secure the Additional such Term Loan Collateral Obligations pursuant to any Additional the Term Loan Priority Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, on the Administrative one hand, and the Term Collateral Agent, on the Term Loan Agent and any Additional Agent other hand, shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement, if any. In the event of any conflict between the terms of any applicable Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, on the one hand, and each Term Loan Agent and any Additional Collateral Agent, in on the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreementhand. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) if and for so long as Term Loan Facility Obligations or any Additional Term Collateral Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative Agent (as defined in the ABL/Term Loan Intercreditor Agreementor its agent for perfection) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsection 3.1 and 3.2 hereof shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject pari passu and subordinate equal in priority to the Liens granted to the Term Loan Collateral Agent for the benefit of the holders of the Term Loan Secured Parties Obligations to secure the Term Loan Facility Obligations pursuant to the applicable Term Loan Collateral Agreement Document (as defined in the Intercreditor Agreement) and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, as defined in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented therebyIntercreditor Agreement). The Revolving Credit Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Revolving Credit Collateral Agent, the Administrative Agent, the Term Loan Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Revolving Credit Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Revolving Credit Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Revolving Credit Collateral Agent, the Term Loan Collateral Agent and any Additional Agent, provided that the limitation in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and subsection 3.2 shall not be in breach, violation or default of its obligations hereunder by reason of doing soalways apply. Notwithstanding any other provision hereof, subject to the terms of the Intercreditor Agreement, (x) for so long as any Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to physically deliver to the Revolving Credit Collateral Agent any Security Pledged Collateral constituting Term Loan Priority Collateral shall may be satisfied by causing such Term Loan Priority Pledged Collateral to be physically delivered to the Term Loan Collateral Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Revolving Credit Collateral Agent any Security Pledged Collateral shall may be satisfied by causing such Security Pledged Collateral to be physically delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 herein shall (ax) with respect to all Security Collateral other than Security Collateral constituting ABL Cash Flow Facilities Priority Collateral, (x) prior to the Discharge of Term Loan ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for thereinrelevant ABL Document, and (by) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents and (exceptz) with respect to all Security Collateral, prior to the Discharge of Term Obligations (as defined in the case of this clause (bIntercreditor Agreement), as may be separately otherwise agreed between pari passu and equal in priority to Liens granted to secure the Collateral Agent, on behalf of itself and Term Obligations pursuant to the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)applicable Term Document. The Revolving Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Revolving Collateral Agent, the Administrative Term Collateral Agent, the Term Loan ABL Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Revolving Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Revolving Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Term Collateral Agent, the Term Loan Revolving Collateral Agent, the ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, prior to the Discharge of ABL Obligations (x) for so long as Term Loan Facility defined in the Intercreditor Agreement), Discharge of Revolving Obligations or any (as defined in the Intercreditor Agreement), and Discharge of Additional Term Obligations remain outstanding(as defined in the Intercreditor Agreement), any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Revolving Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the applicable Term Collateral Representative or Agent, the Revolving Collateral Agent, the ABL Collateral Agent, any Additional ABL Agent or the Secured Party Representative, as applicable, acting as agent of the Revolving Collateral Agent, to be held in accordance with the applicable Intercreditor Agreement; it being understood, however, that any Security Collateral delivered to the Revolving Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative shall, to the extent separately agreed by the Revolving Collateral Agent, ABL Collateral Agent, Additional Agent or the Secured Party Representative, as the case may be, be delivered by the Revolving Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative, as the case may be, to the Term Collateral Agent as bailee in accordance with the Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, Collateral (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term ABL Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Cash Flow Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Cash Flow Agent for the benefit of the holders of the applicable Additional ABL Cash Flow Obligations to secure such Additional ABL Cash Flow Obligations pursuant to the applicable Additional ABL Cash Flow Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Cash Flow Agent, on behalf of itself and the Additional ABL Cash Flow Secured Parties represented thereby). The Each of the Collateral Agent and the Administrative Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan ABL Agent and any Additional Agent, in the case of the ABL/Term Loan Cash Flow Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Cash Flow Agent, in the case of the any Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility prior to the Discharge of ABL Obligations or any and the Discharge of Additional Term Obligations remain outstandingABL Obligations, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Agent or the applicable Term ABL Collateral Representative (as defined in the ABL/Term Loan Cash Flow Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Cash Flow Intercreditor Agreement and (y) for so long as any prior to the Discharge of Additional ABL Obligations remain outstandingCash Flow Obligations, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Cash Flow Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 hereof shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject pari passu and subordinate equal in priority to the Liens granted to the Term Loan Collateral Agent for the benefit of the holders of the Term Loan Secured Parties Obligations to secure the Term Loan Facility Obligations pursuant to the applicable Term Loan Collateral Agreement Document (as defined in the Intercreditor Agreement) and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, as defined in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented therebyIntercreditor Agreement). The Revolving Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Revolving Collateral Agent, the Administrative Agent, the Term Loan Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Revolving Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Revolving Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Revolving Collateral Agent, the Term Loan Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, subject to the terms of the Intercreditor Agreement, (xx ) for so long as any Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to physically deliver to the Revolving Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall may be satisfied by causing such Term Loan Priority Security Collateral to be physically delivered to the Term Loan Collateral Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Revolving Collateral Agent any Security Collateral shall may be satisfied by causing such Security Collateral to be physically delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 hereof shall (aw) with respect to all Security Collateral other than Security Collateral constituting ABL Cash Flow Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for thereinrelevant ABL Document, and (bx) with respect to all Security Collateral, prior to the Discharge of Term Obligations, be subject and subordinate to the Liens granted to the Term Agent for the benefit of the holders of the Term Obligations to secure such Term Obligations pursuant to the Term Collateral Documents, (y) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (by), as may be separately otherwise agreed between the Note Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby), including pursuant to the Cash Flow Intercreditor Agreement) and (z) with respect to all Security Collateral, prior to the Discharge of First Lien Note Obligations, be subject and subordinate to the Liens granted to the First Lien Note Agent for the benefit of the holders of the First Lien Note Obligations to secure such First Lien Note Obligations pursuant to the First Lien Note Collateral Documents. The Note Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Note Collateral Agent, the Administrative ABL Agent, the Term Loan Agent, the First Lien Note Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Note Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Note Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such the applicable Intercreditor Agreement shall govern and control as among (i) the Note Collateral Agent, the ABL Agent, the Term Loan Agent, the First Lien Note Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (ii) the Note Collateral Agent, the Term Agent, the First Lien Note Agent and any Additional ABL Agent, in the case of the Junior Lien Cash Flow Intercreditor Agreement, Agreement and (iii) the Note Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Note Collateral Agent any Security Collateral constituting ABL Priority Collateral shall be satisfied by causing such ABL Priority Collateral to be delivered to the ABL Agent to be held in accordance with the Base Intercreditor Agreement and (y) for so long as any Term Obligations, First Lien Note Obligations or Additional Obligations remain outstanding, any obligation hereunder to deliver to the Note Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the Note Collateral Agent, or the applicable Collateral Representative Representative, ABL Agent, Term Agent, First Lien Note Agent or any Additional ABL Agent Agent, as applicable, to be held in accordance with the any applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateralshall, (xi) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Senior Priority Obligations, be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate priority to the Liens granted to any Additional Term Senior Priority Agent for the benefit of the holders of the Additional Term applicable Senior Priority Obligations to secure the Additional Term such Senior Priority Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for thereinapplicable Senior Priority Documents, and (bii) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Junior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Junior Priority Obligations to secure such Additional ABL Obligations that are Junior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan First Lien Collateral Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan First Lien Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Base Intercreditor Agreement, and (iiiii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Senior Priority Obligations or any Additional ABL Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent Junior Priority Representative (each as defined in the Base Intercreditor Agreement) to be held in accordance with the applicable Base Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, Collateral (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan Senior ABL Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term ABL Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, (x) prior to the Discharge of Cash Flow Obligations, be pari passu and equal in priority to the Liens granted to the Senior Cash Flow Agent for the benefit of the Cash Flow Secured Parties to secure the Cash Flow Obligations pursuant to the Cash Flow Collateral Agreement, (y) prior to the Discharge of Additional ABL Cash Flow Obligations with respect to the obligations in respect of the Senior Secured Notes Indenture, be pari passu and equal in priority to the Liens granted to the Senior Secured Note Collateral Agent for the benefit of the Senior Secured Notes Secured Parties to secure the applicable Additional Cash Flow Obligations pursuant to the Senior Secured Notes Collateral Agreement and (as defined z) prior to the Discharge of Additional Cash Flow Obligations with respect to the obligations in the ABL/Term Loan Intercreditor Agreement)respect of any other Additional Cash Flow Obligations, be pari passu and equal in priority to the Liens granted to any such Additional ABL Cash Flow Agent for the benefit of the holders of the applicable Additional ABL Cash Flow Obligations to secure such Additional ABL Cash Flow Obligations pursuant to the applicable Additional ABL Cash Flow Collateral Documents (except, in the case of this clause (bb)(z), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any such Additional ABL Cash Flow Agent, on behalf of itself and the Additional ABL Cash Flow Secured Parties represented thereby). The Each of the Collateral Agent and the Administrative Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Senior ABL Agent, the Term Loan Senior Cash Flow Agent, the Senior Secured Note Collateral Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (ii) the Collateral Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent and any Additional ABL Cash Flow Agent, in the case of the any Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility prior to the Discharge of ABL Obligations or any and the Discharge of Additional Term Obligations remain outstandingABL Obligations, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan Senior ABL Agent or the applicable Term ABL Collateral Representative (as defined in the ABL/Term Loan Base Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and (y) for so long as any prior to the Discharge of Cash Flow Collateral Obligations (other than the Additional ABL Cash Flow Obligations remain outstandingin respect of the Credit Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative Representative, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent or any Additional ABL Cash Flow Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Cash Flow Facilities Priority Collateral, (x) prior to the Discharge of Term Loan ABL Obligations (as defined in the ABL/Term Loan ABL Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term Collateral Documents the relevant ABL Document (as and to defined in the extent provided for thereinABL Intercreditor Agreement), and (b) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan ABL Intercreditor Agreement), be pari passu and equal in priority to (i) the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents and (exceptc) with respect to all Security Collateral, prior to the Discharge of Term Loan Obligations (as defined in the case of this clause (bPari Passu Intercreditor Agreement), as may be separately otherwise agreed between pari passu and equal in priority to Liens granted to the Term Collateral Agent, on behalf of itself Agent to secure the Term Loan Obligations pursuant to the Term Guarantee and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby)Collateral Agreement. The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Collateral Agent and any Additional Agent shall Agent, on the one hand, and the ABL Collateral Agent, on the other hand, may be determined solely pursuant to the applicable ABL Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. The Collateral Agent acknowledges and agrees that the relative priority of such Liens granted to the Collateral Agent, the Term Collateral Agent, and any Additional Agent, may be determined pursuant to the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable ABL Intercreditor AgreementsAgreement and the Pari Passu Intercreditor Agreement. In the event of any conflict between the terms of any the ABL Intercreditor Agreement, the Pari Passu Intercreditor Agreement and this Agreement, the terms of such the ABL Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Collateral Agent, the ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, ; provided that in the case of any Other conflict that relates to the rights and remedies of the Collateral Agent, the Term Collateral Agent and any Additional Agent (as among themselves), then the Pari Passu Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, Agreement shall govern and shall not be in breach, violation or default of its obligations hereunder by reason of doing socontrol. Notwithstanding any other provision hereof, prior to the Discharge of ABL Obligations (x) for so long as Term Loan Facility Obligations or any Additional defined in the ABL Intercreditor Agreement), Discharge of Term Obligations remain outstanding(as defined in the ABL Intercreditor Agreement), and Discharge of Additional Obligations (as defined in the ABL Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the applicable Collateral Representative or Agent, the Term Collateral Agent, the ABL Collateral Agent, any Additional ABL Agent or the Secured Party Representative, as applicable, acting as agent of the Collateral Agent, to be held in accordance with the applicable ABL Intercreditor Agreement; it being understood, however, that any Security Collateral delivered to the Term Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative shall, to the extent separately agreed, by the Term Collateral Agent, ABL Collateral Agent, Additional Agent or the Secured Party Representative, as the case may be, be delivered by the Term Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative, as the case may be, to the Collateral Agent as bailee in accordance with the ABL Intercreditor Agreement. Notwithstanding any other provision hereof, prior to the Discharge (as defined in the Pari Passu Intercreditor Agreement) of any Obligations (as defined in the Pari Passu Intercreditor Agreement), any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the Applicable Collateral Agent, as applicable, acting as agent of the Collateral Agent, to be held in accordance with the Pari Passu Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 this Agreement shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) Collateral prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the ABL Collateral Agreement, to the extent set forth in the ABL/Term Loan Intercreditor Agreement, (b) with respect to all Collateral Agreement and (y) constituting Term Loan Priority Collateral prior to the applicable Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the applicable Additional Term Obligations to secure the such Additional Term Obligations pursuant to any the applicable Additional Term Collateral Documents as and to the extent provided for thereinDocuments, and (bc) with respect to all Security Collateral, prior to the Discharge of Additional ABL Cash Flow Obligations (as defined in the ABL/Term Loan Cash Flow Intercreditor Agreement), be at least pari passu and equal in priority to the Liens granted to any Additional ABL Senior Priority Agent (as defined in the Cash Flow Intercreditor Agreement) for the benefit of the holders of the applicable Additional ABL Obligations Senior Priority Debt (as defined in the Cash Flow Intercreditor Agreement) to secure such Additional ABL Obligations Senior Priority Debt pursuant to the applicable Additional ABL Collateral Senior Priority Documents (except, as defined in the case of this clause Cash Flow Intercreditor Agreement) (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL AgentSenior Priority Agent (as defined in the Cash Flow Intercreditor Agreement), on behalf of itself and the Additional ABL Secured Parties Senior Priority Creditors (as defined in the Cash Flow Intercreditor Agreement) represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative AgentTrustee, the Term Loan ABL Agent and any Additional the Initial Junior Priority Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional the ABL Agent, in the case of the ABL/Term Loan Intercreditor Agreement, Agreement and (ii) the Collateral Agent and Additional ABL Agent, any other Senior Priority Agent (as defined in the Cash Flow Intercreditor Agreement) and any Junior Priority Agent in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Cash Flow Intercreditor Agreement. In the event of any such conflict, each Grantor Credit Party may act (or omit to act) in accordance with such the applicable Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingprior to the Discharge of ABL Obligations, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long until the Discharge of the Senior Priority Obligations (as any Additional ABL Obligations remain outstandingdefined in the Cash Flow Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral (other than Collateral constituting ABL Priority Collateral) shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent to be held (as defined in accordance with the applicable Cash Flow Intercreditor Agreement.). Pledge and Security Agreement

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsection 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) be senior and prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan U.S. ABL Collateral Agent for the benefit of the Term Loan Secured Parties holders of the ABL Obligations to secure the Term Loan Facility ABL Obligations pursuant to the Term relevant ABL Loan Collateral Agreement Document, and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, as defined in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented therebyIntercreditor Agreement). The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan U.S. ABL Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan U.S. ABL Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingsubject to the terms of the Intercreditor Agreement, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral Pledged Stock shall be satisfied by causing such Term Loan Priority Collateral Pledged Stock to be physically delivered to the Term Loan Agent or Secured Party Representative, acting as agent for the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) Agent, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, Collateral (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to any Additional Term ABL Agent for the benefit of the holders of the Additional Term ABL Obligations to secure the Additional Term ABL Obligations pursuant to any Additional Term ABL Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Term Agent for the benefit of the holders of the applicable Additional ABL Term Obligations to secure such Additional ABL Term Obligations pursuant to the applicable Additional ABL Term Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Term Agent, on behalf of itself and the Additional ABL Term Secured Parties represented thereby). The Each of the Collateral Agent and the Administrative Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan ABL Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Term Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility ABL Obligations or any Additional Term ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Agent or the applicable Term ABL Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Term Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections subsections 3.1 and 3.2 hereof shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Revolving Credit Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject pari passu and subordinate equal in priority to the Liens granted to the Term Loan Revolving Collateral Agent for the benefit of the Term Loan Secured Parties holders of the Revolving Credit Obligations to secure the Term Loan Facility Revolving Credit Obligations pursuant to the Term Loan Collateral Agreement applicable Revolving Credit Document (as defined in the Intercreditor Agreement) and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, as defined in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented therebyIntercreditor Agreement). The Collateral Agent acknowledges and agrees that the relative priority of the such Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Revolving Collateral Agent and any Additional Agent shall may be determined solely pursuant to the applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any the Intercreditor Agreement and this Agreement, the terms of such the Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Revolving Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, subject to the terms of the Intercreditor Agreement, (x) for so long as Term Loan Facility Obligations or any Additional Term Revolving Credit Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall may be satisfied by causing such Term Loan Priority Security Collateral to be physically delivered to the Term Loan Revolving Collateral Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral shall may be satisfied by causing such Security Collateral to be physically delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Sections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateralherein shall, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)that are Senior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations that are Senior Priority Obligations to secure such Additional ABL Obligations that are Senior Priority Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the any applicable Intercreditor AgreementsAgreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the each applicable Intercreditor AgreementsAgreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (ia) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, Agreement and (iiib) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent (as defined in the Base Intercreditor Agreement) to be held in accordance with the applicable Base Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is (1) the understanding of Guarantors, the parties Grantors and the Collateral Agent acknowledge that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge exercise of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit certain of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself ’s rights and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent remedies hereunder are subject to the provisions of the applicable ABL/Term Loan/Notes Intercreditor AgreementsAgreement, the Junior Lien Intercreditor Agreement, the Extended Term Loan PropCo Subordination Agreement and the Notes PropCo Subordination Agreement, if applicable, (2) prior to the Discharge of ABL Claims, any obligation hereunder to physically deliver any ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery to the ABL Collateral Agent, acting as gratuitous bailee for the Collateral Agent in accordance with the ABL/Term Loan/Notes Intercreditor Agreement and (3) prior to the occurrence of the Call Right Cap Recovery, any obligation hereunder to physically deliver any Call Right Collateral to the Collateral Agent shall be deemed satisfied by the delivery to the Senior Priority Collateral Agent (as defined in the Junior Lien Intercreditor Agreement), acting as gratuitous bailee for the Collateral Agent in accordance with the Junior Lien Intercreditor Agreement. The failure of the Collateral Agent or any other Secured Party to immediately enforce any of its rights and remedies hereunder (as a result of the terms of the Intercreditor Agreements or otherwise) shall not constitute a waiver of any such rights and remedies. In the event of any conflict or inconsistency between the terms of any the ABL/Term Loan/Notes Intercreditor Agreement and this AgreementAgreement regarding the relative priorities of the ABL Collateral Agent, the Collateral Agent, the New Second Lien Notes Agent and the New Third Lien Notes Agent in the Collateral, the terms of such the ABL/Term Loan/Notes Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreementcontrol. In the event of any such conflictconflict or inconsistency between the terms of the Junior Lien Intercreditor Agreement and this Agreement regarding the relative priorities of the Collateral Agent, each Grantor may act (the Initial Second Lien Representative and the Initial Third Lien Representative in the Collateral, the terms of the Junior Lien Intercreditor Agreement shall govern and control. In the event of any conflict or omit to act) in accordance with such Intercreditor Agreementinconsistency between the terms of the PropCo Subordination Agreements, on the one hand, and shall not be in breachthis Agreement on the other, violation or default regarding the relative priorities of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent Agent, the Initial Second Lien Representative and the Initial Third Lien Representative with respect to payment upon the guarantee of any Security Collateral constituting Term Loan Priority Collateral PropCo Guarantor, the terms of the PropCo Subordination Agreements shall govern and control. Terms used but nor defined in this Section 4.06 shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is (1) the understanding of Grantors and the parties Collateral Agent acknowledge that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge exercise of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit certain of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself ’s rights and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent remedies hereunder are subject to the provisions of the applicable ABL/Term Loan/Notes Intercreditor AgreementsAgreement and the Junior Lien Intercreditor Agreement, (2) prior to the Discharge of ABL Claims, any obligation hereunder to physically deliver any ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery to the ABL Collateral Agent, acting as gratuitous bailee for the Collateral Agent in accordance with the ABL/Term Loan/Notes Intercreditor Agreement and (3) any obligation hereunder to physically deliver any Collateral to the Collateral Agent shall be deemed satisfied by the delivery to the Senior Priority Collateral Agent (as defined in the Junior Lien Intercreditor Agreement), acting as gratuitous bailee for the Collateral Agent in accordance with the Junior Lien Intercreditor Agreement. The failure of the Collateral Agent or any other Secured Party to immediately enforce any of its rights and remedies hereunder (as a result of the terms of the Intercreditor Agreements or otherwise) shall not constitute a waiver of any such rights and remedies. In the event of any conflict or inconsistency between the terms of any the ABL/Term Loan/Notes Intercreditor Agreement and this AgreementAgreement regarding the relative priorities of the ABL Collateral Agent, the Collateral Agent, the New Second Lien Notes Agent and the New Third Lien Notes Agent in the Collateral, the terms of such the ABL/Term Loan/Notes Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreementcontrol. In the event of any such conflict, each Grantor may act (conflict or omit to act) in accordance with such inconsistency between the terms of the Junior Lien Intercreditor Agreement, Agreement and shall not be in breach, violation or default this Agreement regarding the relative priorities of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral Agent, the Initial Second Lien Representative and the Initial Third Lien Representative in the Collateral, the terms of the Junior Lien Intercreditor Agreement shall govern and control. Terms used but nor defined in this Section 4.06 shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections Section 3.1 and 3.2 herein shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Collateral Agent for the benefit of the holders of the Term Loan Secured Parties Obligations to secure the Term Loan Facility Obligations pursuant to the Term Loan Guarantee and Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for thereinDocuments, and (b) with respect to all Security Collateral, prior to the applicable Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Base Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Collateral Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (ia) the Collateral Agent, the Term Loan Collateral Agent and any Additional Agent, in the case of the ABL/Term Loan Base Intercreditor Agreement, (iib) the Collateral Agent and any Additional ABL Agent, in the case of the Junior Lien ABL Collateral Intercreditor Agreement, and (iiic) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as any Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Collateral Agent or to the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Base Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 this Agreement shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) Collateral prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)ABL Obligations, be subject and subordinate to the Liens granted to the Term Loan ABL Agent for the benefit of the Term Loan ABL Secured Parties to secure the Term Loan Facility ABL Obligations pursuant to the Term Loan ABL Collateral Agreement and (y) prior Agreement, to the Discharge of Additional Term Obligations (as defined extent set forth in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, Agreement and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Senior Priority Obligations (as defined in the ABL/Term Loan Cash Flow Intercreditor Agreement), be pari passu junior and equal subordinate in priority to the Liens granted to any Additional ABL Senior Priority Agent (as defined in the Cash Flow Intercreditor Agreement) for the benefit of the holders of the applicable Additional ABL Obligations Senior Priority Debt (as defined in the Cash Flow Intercreditor Agreement) to secure such Additional ABL Obligations Senior Priority Debt pursuant to the applicable Additional ABL Collateral Senior Priority Documents (except, as defined in the case of this clause Cash Flow Intercreditor Agreement) (b), except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL AgentSenior Priority Agent (as defined in the Cash Flow Intercreditor Agreement), on behalf of itself and the Additional ABL Secured Parties Senior Priority Creditors (as defined in the Cash Flow Intercreditor Agreement) represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan ABL Agent and any Additional the Cash Flow Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional the ABL Agent, in the case of the ABL/Term Loan Intercreditor Agreement, Agreement and (ii) the Collateral Agent and Additional ABL Agent, any Senior Priority Agent (as defined in the Cash Flow Intercreditor Agreement) and any other Junior Priority Agent in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Cash Flow Intercreditor Agreement. In the event of any such conflict, each Grantor Credit Party may act (or omit to act) in accordance with such the applicable Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstandingprior to the Discharge of ABL Obligations, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan ABL Priority Collateral shall be satisfied by causing such Term Loan ABL Priority Collateral to be delivered to the Term Loan ABL Agent or the applicable Term Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long until the Discharge of the Senior Priority Obligations (as any Additional ABL Obligations remain outstandingdefined in the Cash Flow Intercreditor Agreement), any obligation hereunder to deliver to the Collateral Agent any Security Collateral (other than Collateral constituting ABL Priority Collateral) shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Senior Priority Representative or any Additional ABL Agent to be held (as defined in accordance with the applicable Cash Flow Intercreditor Agreement.). Pledge and Security Agreement

Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security constituting Term Loan Priority Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be subject and subordinate to the Liens granted to any Additional Term Loan Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Loan Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement)Obligations, be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Each of the Collateral Agent and the Administrative Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Term Loan Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional ABL Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Facility Obligations or any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent or the applicable Term Loan Collateral Representative (as defined in the ABL/Term Loan Intercreditor Agreement) to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional ABL Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the applicable Collateral Representative or any Additional ABL Agent to be held in accordance with the applicable Intercreditor Agreement.