Common use of Lien Subordination Clause in Contracts

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdiction, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any the Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its any Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any the Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations.

Lien Subordination. (a) Notwithstanding the date, time, manner manner, method or order of filing or recordation of any document or instrument or of grant, attachment or perfection of any Liens granted to to, or on behalf of, any Second Priority Representative or any Second Priority Debt Parties on of the Shared Collateral or of any Liens granted to any Senior Representative Agents or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect defect, or deficiency or failure to perfect, in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Secured Debt Document or any other circumstance whatsoever, (i) the Second Lien Collateral Agent and each Second Priority Lien Representative, on behalf of itself and each Second Priority Debt Lien Secured Party under its Second Priority Lien Debt Facility, hereby agrees that (aA) any Lien on the Shared Collateral securing any Senior First Lien Priority Obligations now or hereafter held by or on behalf of any Senior Representative or the First Lien Collateral Agent, any other Senior First Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any the Second Priority Debt Obligations and Lien Obligations, (bB) any Lien on the Shared Collateral securing any Second Priority Debt Lien Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties Lien Secured Party or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Shared Collateral securing any Senior First Lien Priority Obligations. All Liens , (C) any Lien on the Shared Collateral securing any Senior Excess First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any other First Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be and remain senior in all respects and prior to any Lien on the Collateral securing the Excess Second Lien Obligations and (D) any Lien on the Collateral securing any Excess Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Shared Collateral securing any Excess First Lien Obligations, (ii) the First Lien Collateral Agent and each First Lien Representative, on behalf of itself and each First Lien Secured Party under its First Lien Debt Facility, hereby agrees that (A) any Lien on the Collateral securing any Second Lien Priority Debt Obligations for all purposesnow or hereafter held by or on behalf of the Second Lien Collateral Agent, any other Second Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or not such Liens securing any Senior Obligations are subordinated otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing the Excess First Lien Obligations and (B) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of any First Lien Secured Party or any other obligation agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any Second Lien Priority Obligations and (iii) the Third Lien Collateral Agent and each Third Lien Representative, on behalf of itself and each Third Lien Secured Party under its Third Lien Debt Facility, hereby agrees that (A) any Lien on the Collateral securing First Lien Obligations now or hereafter held by or on behalf of the BorrowerFirst Lien Collateral Agent, any other Grantor First Lien Secured Party or any other Person agent or otherwise subordinatedtrustee therefor and any Lien on the Collateral securing Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, voidedany other Second Lien Secured Party or any other agent or trustee therefor, avoidedin each case, invalidated regardless of how acquired, whether by grant, statute, operation of law, subrogation or lapsedotherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing the Third Lien Obligations and (B) any Lien on the Collateral securing any Third Lien Obligations now or hereafter held by or on behalf of any Third Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing First Lien Obligations and to all Liens on the Collateral securing Second Lien Obligations.

Lien Subordination. Notwithstanding (i) The Liens on the date, time, manner or order Collateral securing the First Priority Secured Obligations ceasing to have senior “first priority” status with respect to Liens on the Collateral securing any Junior Lien Indebtedness with an aggregate principal amount outstanding in excess of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted the Threshold Amount pursuant to any Second Priority Representative or applicable Acceptable Intercreditor Agreement, and (ii) with respect to the provisions in any Second Priority Debt Parties Acceptable Intercreditor Agreement subordinating the Liens on the Shared Collateral or securing any Junior Lien Indebtedness with an aggregate principal amount outstanding in excess of any the Threshold Amount to the Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral securing the First Priority Secured Obligations, (A) any Loan Party contests in writing the validity or enforceability thereof, (B) any actual court of competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or alleged defect unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the parties to such Acceptable Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the Borrower described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any of the foregoingfollowing actions, at the same or different times: (i) terminate any Additional Commitments and notwithstanding thereupon such Additional Commitments shall terminate immediately and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any provision principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Uniform Commercial Code Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any applicable jurisdictionkind, all of which are hereby waived by the Borrower; provided that upon the occurrence of an event with respect to Holdings or the Borrower described in clauses (f) or (g) of this Article, any applicable lawsuch Commitments and/or Additional Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any Second Priority Debt kind, all of which are hereby waived by the Borrower. Notwithstanding anything to the contrary herein or in any Loan Document, all rights and remedies hereunder and under any other Loan Document or any Senior Debt Document at law or any other circumstance whatsoeverequity, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party including all remedies provided under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwiseUCC, shall be junior and subordinate in all respects to all Liens on exercised exclusively by the Shared Collateral securing any Senior Obligations. All Liens on Administrative Agent for the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation benefit of the BorrowerSecured Parties. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any other Grantor rights and remedies provided to the Administrative Agent under the Loan Documents or any other Person at law or otherwise subordinatedequity, voided, avoided, invalidated or lapsedincluding all remedies provided under the UCC.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any the Second Lien Agent or the Second Priority Representative or any Second Priority Debt Parties Lenders on the Shared Common Collateral or of any Liens granted to any the Senior Representative Agent or any other Senior Secured Party the First Priority Lenders on the Shared Collateral (or any actual or alleged defect in any of the foregoing) Common Collateral, and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdiction, any applicable law, any Second Priority Debt Document or any Senior Debt Document UCC or any other circumstance whatsoever, each applicable law or the First Priority Documents or the Second Priority RepresentativeDocuments, on behalf of itself the Second Lien Agent and each of the applicable Second Priority Debt Party under its Second Priority Debt Facility, Lenders hereby agrees that that: (a) any Lien on the Shared Common Collateral securing any Senior Obligations First Priority Claims now or hereafter held by or on behalf of any the Senior Representative Agent or any other Senior Secured Party First Priority Lender(s) or other any agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, therefor shall have priority over and be senior in all respects and prior to any Lien on the Shared Common Collateral securing any of the Second Priority Debt Obligations Claims; and (b) any Lien on the Shared Common Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any the Second Priority Representative, any Second Priority Debt Parties Lien Agent or any Second Priority Representative Lenders or other any agent or trustee therefor, therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Common Collateral securing any Senior ObligationsFirst Priority Claims. All Liens on the Shared Common Collateral securing any Senior Obligations First Priority Claims shall be and remain senior in all respects and prior to all Liens on the Shared Common Collateral securing any Second Priority Debt Obligations Claims for all purposes, whether or not such Liens securing any Senior Obligations First Priority Claims are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person Person; provided that, from and after the date of this Agreement the Senior Agent and First Priority Lenders will not, absent the prior consent of the Second Priority Agent, voluntarily subordinate the First Priority Liens to any other Lien on Common Collateral other than Liens securing a DIP Financing provided by the Senior Agent, the First Priority Lenders, or otherwise subordinatedany of them, voided, avoided, invalidated it being understood among the Parties hereto that nothing contained herein shall obligate the Senior Agent or lapsedany First Priority Lender to prosecute any action as against the holder of any such Lien purporting to be senior to the First Priority Liens.

Lien Subordination. Subordinated Creditor hereby unconditionally agrees that: (i) all Liens of Subordinated Creditor in any property of either Obligor shall be and hereby are subordinated to the Senior Liens, and (ii) other than as set forth in Section 2.7(b), Subordinated Creditor shall have no right to possession of any property of any Obligor or to take any Subordinated Collection Action, unless and until all the Senior Indebtedness shall have been fully paid and satisfied and the Security Agreement has been terminated. Notwithstanding any rights or remedies available to Subordinated Creditor under applicable law (including, without limitation, under the Bankruptcy Code) or under any Subordinated Debt Document, Subordinated Creditor shall not, without the prior written consent of Senior Creditor, be permitted to take any action to foreclose, repossess, marshal, control or exercise any remedies with respect to any property of either Obligor or take any other action which would interfere with or impair the Senior Liens or the rights of Senior Creditor against either Obligor’s property, until the payment in full of the Senior Indebtedness and the termination of the Security Agreement. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) Liens, and notwithstanding any provision of the Uniform Commercial Code UCC or any other applicable law or the provisions of any applicable jurisdiction, any applicable law, any Second Priority Subordinated Debt Document or any other Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt FacilitySubordinated Creditor, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations Liens now or hereafter held by or on behalf for the benefit of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Creditor shall have priority over and be senior in right, priority, operation, effect and all other respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and all Subordinated Creditor Liens and (b) any Subordinated Creditor Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf for the benefit of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Subordinated Creditor shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Senior Liens. The Senior Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all any Subordinated Creditor Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations Liens are subordinated in any respect to any other Lien securing any other obligation of the Borrowereither Obligor, any other Grantor grantor or any other Person and regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, a fraudulent conveyance or legally or otherwise subordinateddeficient in any manner. Each of Senior Creditor and Subordinated Creditor, voidedagrees that it will not, avoidedand hereby waives any right to, invalidated directly or lapsedindirectly, contest or support any other Person in contesting, in any proceeding (including any Proceeding), the priority, validity or enforceability of any Senior Lien, or the validity or enforceability of the priorities, rights or obligations established by this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of Senior Creditor to enforce this Agreement. Each Obligor, by its execution of this Agreement, hereby acknowledges and agrees to the provisions of this paragraph, notwithstanding anything to the contrary in any document to which such Obligor is a party.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Junior Representative or any Second Priority Debt Junior Secured Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other the Senior Secured Party Parties on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Junior Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Junior Representative, on behalf of itself and each Second Priority Debt Junior Secured Party under its Second Priority Junior Debt Facility, hereby agrees that (ai) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held (or purported to be held) by or on behalf of any Senior Representative Secured Parties or any other Senior Secured Party Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations Junior Obligations; and (bii) any Lien on the Shared Collateral securing any Second Priority Debt Junior Obligations now or hereafter held (or purported to be held) by or on behalf of any Second Priority Representative, any Second Priority Debt Junior Secured Parties or any Second Priority Junior Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Junior Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Lien Subordination. Subordinated Lender does hereby subordinate any and all Liens, whether now existing or hereafter created and whether perfected or unperfected, in and to any assets securing the Subordinated Indebtedness all of which are, and shall at all times remain junior and subordinate to any Liens, whether now existing or hereafter created and whether perfected or unperfected, in favor of Senior Lender to secure any of the Senior Indebtedness. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any the Liens granted to any Second Priority Representative the Senior Lender or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) Subordinated Lender, and notwithstanding any provision provisions of the Uniform Commercial Code of any applicable jurisdiction, state or any applicable law, any Second Priority Debt Document law or decision or any provisions of the Subordinated Instruments, and irrespective of whether the Senior Debt Document Lender or the Subordinated Lender holds possession of all or any other circumstance whatsoeverpart of the Collateral, each Second Priority Representativethe Senior Lender and the Subordinated Lender hereby agree that the Senior Lender shall have a first and prior Lien upon all Collateral, on behalf whether real or personal and whether now owned or hereafter acquired, of itself ISI, Borrower, and each Second Priority Debt Party under its Second Priority Debt Facility, all of their Subsidiaries. The Subordinated Lender hereby agrees that (a) any Lien on it will not contest the Shared validity, perfection, priority or enforceability of the Senior Lender’s Liens in the Collateral. All proceeds of Collateral securing any shall be first paid to the Senior Obligations now Lender for application to the Senior Indebtedness until the Senior Indebtedness obligations are paid in full in cash and all commitments under the Senior Instruments are terminated. Any payments or hereafter held Collateral received by or on behalf the Subordinated Lender shall be subject to the provisions of any Senior Representative or any other Senior Secured Party or other agent or trustee thereforSection 2.5 of this Agreement. Subordinated Lender agrees not to acquire, regardless of how acquiredby subrogation, whether by grant, statute, operation of law, subrogation contract or otherwise, shall have priority over and any Lien, security interest or other right, title or interest in any of the assets of ISI or any of its Subsidiaries (including, but not limited to, any which may arise with respect to taxes, assessments or other governmental charges) which is or may be senior prior in all respects and prior to any Lien on right to, or pari passu with, the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter Liens held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsedLender.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grantxxxxx, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor Obligor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.. EXHIBIT C Form of First Lien / Second Lien Intercreditor Agreement

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Junior Representative or any Second Priority Junior Debt Parties on the Shared Collateral or of any Liens granted to any the Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Junior Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Junior Representative, on behalf of itself and each Second Priority Junior Debt Party under its Second Priority Junior Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any the Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Junior Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Junior Debt Obligations now or hereafter held by or on behalf of any Second Priority RepresentativeJunior Representatives, any Second Priority Junior Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Junior Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Junior Debt Obligations are not subordinated in right of payment to the Senior Obligations.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grantgxxxx, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor Obligor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Lien Subordination. Subordinated Creditor hereby unconditionally agrees that: (i) all Liens of the Subordinated Creditor in any property of either Obligor shall be and hereby are subordinated to the Senior Liens, and (ii) other than as set forth in Section 2.7(b), the Subordinated Creditor shall have no right to possession of any property of any Obligor or to take any Subordinated Collection Action, unless and until all the Senior Indebtedness shall have been fully paid and satisfied and the Commitments have been terminated. Notwithstanding any rights or remedies available to Subordinated Creditor under applicable law (including, without limitation, under the Bankruptcy Code) or under any Subordinated Debt Document, Subordinated Creditor shall not, without the prior written consent of Senior Lender, be permitted to take any action to foreclose, repossess, marshal, control or exercise any remedies with respect to any property of the either Obligor or take any other action which would interfere with or impair the Senior Liens or the rights of Senior Lender against the either Obligor’s property, until the payment in full of the Senior Indebtedness and the termination of the Commitments. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) Liens, and notwithstanding any provision of the Uniform Commercial Code UCC or any other applicable law or the provisions of any applicable jurisdiction, any applicable law, any Second Priority Subordinated Debt Document or any other Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facilitythe Subordinated Creditor, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations Liens now or hereafter held by or on behalf for the benefit of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Lender shall have priority over and be senior in right, priority, operation, effect and all other respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and all Subordinated Creditor Liens and (b) any Subordinated Creditor Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf for the benefit of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Subordinated Creditor shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Senior Liens. The Senior Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all any Subordinated Creditor Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations Liens are subordinated in any respect to any other Lien securing any other obligation of the Borrowereither Obligor, any other Grantor grantor or any other Person and regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, a fraudulent conveyance or legally or otherwise subordinateddeficient in any manner. Each of the Senior Lender, voidedand the Subordinated Creditor, avoidedagrees that it will not, invalidated and hereby waives any right to, directly or lapsedindirectly, contest or support any other Person in contesting, in any proceeding (including any Proceeding), the priority, validity or enforceability of any Senior Lien, or the validity or enforceability of the priorities, rights or obligations established by this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Senior Lender to enforce this Agreement. Each Obligor, by its execution of this Agreement, hereby acknowledges and agrees to the provisions of this paragraph, notwithstanding anything to the contrary in any document to which such Obligor is a party.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties the Collateral Agent for the Term Loan Agent and the Term Lenders on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party the Collateral Agent for the benefit of the Revolving Credit Agent and the Revolving Credit Lenders on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of UCC, or any applicable jurisdiction, any applicable law, any Second Priority Debt Document law or any Senior Debt Document the Credit Documents or any other circumstance whatsoeverwhatsoever and notwithstanding that all of the Secured Obligations are secured by a single set of Collateral Documents in favor of all of the Secured Parties rather than separate security documents senior and subordinated as applicable to the relative priorities set forth herein in favor of each class of Secured Parties, each Second Priority Representativethe Term Loan Agent, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facilitythe Term Lenders, hereby agrees that that: (a) any Lien on the Shared Collateral securing any Senior Revolving Credit Obligations (subject to the limitation set forth in Section 3.04) now or hereafter held by or on behalf of the Revolving Credit Agent or any Senior Representative Revolving Credit Lenders or any agent or trustee therefore or any other Senior Secured Party or other agent or trustee therefor, regardless holder of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Revolving Credit Obligations shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations of the Term Loan Obligations; and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties the Term Loan Agent or any Second Priority Representative Term Lenders or other any agent or trustee therefor, therefor in respect of the Term Loan Obligations regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior such Revolving Credit Obligations. All Liens on the Shared Collateral securing any Senior Revolving Credit Obligations (subject to the limitation set forth in Section 3.04) shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Term Loan Obligations for all purposes, whether or not such Liens securing any Senior Revolving Credit Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor Borrower or any other Person Obligor. Each of the parties hereto acknowledges and agrees that use of the Collateral Documents rather than separate security documents is for the convenience of the Secured Parties only and, except as provided in this Agreement, is not intended and will not be construed or given effect to limit, abridge or otherwise subordinatedaffect the rights, voidedpowers and privileges which the Revolving Credit Agent and the Revolving Credit Lenders, avoidedon the one hand, invalidated or lapsedand the Term Loan Agent and the Term Lenders, on the other hand, would have possessed and/or enjoyed, as the owners and holders, as a class, of a separate, first and unsubordinated Lien upon all of the Collateral, in the case of the holders of the Revolving Credit Obligations, and a separate, second Lien upon all of the Collateral, in the case of the holders of the Term Loan Obligations. The Term Loan Agent hereby acknowledges and agrees that the Revolving Credit Agent and the Revolving Credit Lenders would not have agreed to the Revolving Credit Agreement in the absence of the execution and delivery of this Agreement by the parties hereto.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of (i) With respect to any Liens granted on the ABL Priority Collateral securing the Secured Obligations, such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Second Priority Representative Term Facility or any Second Priority Debt Parties Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount, and (ii) with respect to the provisions in any ABL Intercreditor Agreement subordinating the Liens on the Shared Collateral or of securing Indebtedness outstanding under any Liens granted to any Senior Representative Term Facility or any other Senior Secured Party Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount, to the Liens on the Shared Collateral securing the Secured Obligations, (A) any Loan Party contests in writing the validity or enforceability thereof, (B) any actual court of competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or alleged defect unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the parties to such ABL Intercreditor Agreement;, then, and in every such event (other than an event with respect to Holdings or the Borrowers described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the foregoingfollowing actions, at the same or different times: (i) terminate theCommitments or any Additional Revolving Commitments, and notwithstanding thereupon such Commitments and/or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any provision principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Uniform Commercial Code Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any applicable jurisdictionkind, all of which are hereby waived by each Borrower and (iii) require that the US BorrowersBorrower deposit in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to Holdings or any Borrower described in clauseclauses (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable lawto the US BorrowersBorrower and to the extent such event is applicable to the Canadian Borrower, the Canadian Borrower shall automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any Second Priority Debt kind, all of which are hereby waived by the Borrowers. Notwithstanding anything to the contrary herein or in any Loan Document, all rights and remedies hereunder and under any other Loan Document or any Senior Debt Document at law or any other circumstance whatsoeverequity, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party including all ​ ​ ​ remedies provided under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now UCC or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwisePPSA, shall be junior and subordinate in all respects to all Liens on exercised exclusively by the Shared Collateral securing any Senior Obligations. All Liens on Administrative Agent for the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation benefit of the BorrowerSecured Parties. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any other Grantor rights and remedies provided to the Administrative Agent under the Loan Documents or any other Person at law or otherwise subordinatedequity, voided, avoided, invalidated including all remedies provided under the UCC or lapsedthe PPSA.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of (i) With respect to any Liens granted on the ABL Priority Collateral securing the Secured Obligations, such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Second Priority Representative Term Facility or any Second Priority Debt Parties Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount, and (ii) with respect to the provisions in any ABL Intercreditor Agreement subordinating the Liens on the Shared Collateral or of securing Indebtedness outstanding under any Liens granted to any Senior Representative Term Facility or any other Senior Secured Party Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount to the Liens on the Shared Collateral securing the Secured Obligations, (A) any Loan Party contests in writing the validity or enforceability thereof, (B) any actual court of competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or alleged defect unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the parties to such ABL Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the Borrowers described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the foregoingfollowing actions, at the same or different times: (i) terminate the Commitments or any Additional Revolving Commitments and notwithstanding thereupon such Commitments or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any provision principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Uniform Commercial Code Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any applicable jurisdictionkind, all of which are hereby waived by each Borrower and (iii) require that the US Borrower deposit in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to Holdings or any Borrower described in clauses (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable lawto the US Borrower and to the extent such event is applicable to the Canadian Borrower, the Canadian Borrower shall automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any Second Priority Debt kind, all of which are hereby waived by the Borrowers. Notwithstanding anything to the contrary herein or in any Loan Document, all rights and remedies hereunder and under any other Loan Document or any Senior Debt Document at law or any other circumstance whatsoeverequity, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party including all remedies provided under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now UCC or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwisePPSA, shall be junior and subordinate in all respects to all Liens on exercised exclusively by the Shared Collateral securing any Senior Obligations. All Liens on Administrative Agent for the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation benefit of the BorrowerSecured Parties. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any other Grantor rights and remedies provided to the Administrative Agent under the Loan Documents or any other Person at law or otherwise subordinatedequity, voided, avoided, invalidated including all remedies provided under the UCC or lapsedthe PPSA.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grantgxxxx, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor Obligor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.. EXHIBIT D Form of First Lien / Second Lien Intercreditor Agreement

Lien Subordination. (a) Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or method of grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any defect or deficiencies in the Liens or other circumstance whatsoeverwhatsoever (including any non-perfection of any Lien to secure the First Lien Inventory Financing Obligations), each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (ai) any Lien on (or any purchase money security interest with respect to) the Shared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (bii) any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grantxxxxx, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of (i) With respect to any Liens granted on the ABL Priority Collateral securing the Secured Obligations, such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Second Priority Representative Term Facility or any Second Priority Debt Parties Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount, and (ii) with respect to the provisions in any ABL Intercreditor Agreement subordinating the Liens on the Shared Collateral or of securing Indebtedness outstanding under any Liens granted to any Senior Representative Term Facility or any other Senior Secured Party Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount to the Liens on the Shared Collateral securing the Secured Obligations, (A) any Loan Party contests in writing the validity or enforceability thereof, (B) any actual court of competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or alleged defect unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the parties to such ABL Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the Borrowers described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the foregoingfollowing actions, at the same or different times: (i) terminate the Commitments or any Additional Revolving Commitments and notwithstanding thereupon such Commitments or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any provision principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Uniform Commercial Code Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any applicable jurisdictionkind, all of which are hereby waived by each Borrower and (iii) require that the US Borrower deposit in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to Holdings or any Borrower described in clauses (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself to the US Borrower and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on to the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior extent such event is applicable to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.Canadian

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any other Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any the Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Senior Representative, on behalf of itself and each other Senior Secured Party, and the Second Priority Representative, on behalf of itself and each other Second Priority Debt Party under its Second Priority Debt FacilityParty, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Priority Obligations now or hereafter held by or on behalf of any the Senior Representative or Representative, any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and Obligations, (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any the Second Priority Representative, any other Second Priority Debt Parties Party or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Priority Obligations, (c) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any other Second Priority Debt Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing any Excess Senior Obligations, and (d) any Lien on the Collateral securing any Excess Senior Obligations now or hereafter held by or on behalf of the Senior Representative, any other Senior Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any Second Priority Debt Obligations. All Liens on the Shared Collateral (i) securing any Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Priority Obligations are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, and (ii) securing any Second Priority Debt Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Excess Senior Obligations for all purposes, whether or not such Liens securing any Second Priority Debt Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations. Other than to the extent constituting secured claims on the Collateral, all debt claims of the Senior Secured Parties and the Second Priority Debt Parties are intended to be pari passu.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative the Trustee or any Second Priority Debt Parties the Noteholders on the Shared Common Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party Bank on the Shared Common Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of UCC, or any applicable jurisdiction, any applicable law, any Second Priority Debt Document law or any the Noteholder Documents or the Senior Debt Document Lender Documents or any other circumstance whatsoever, each Second Priority Representativethe Trustee, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facilitythe Noteholders, hereby agrees that that: (a) any Lien on the Shared Common Collateral securing any Senior the First Priority Lien Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Bank shall have priority over and be senior in all respects and prior to any Lien on the Shared Common Collateral securing any the Second Priority Debt Obligations Lien Obligations; and (b) any Lien on the Shared Common Collateral securing any Second Priority Debt Obligations now or hereafter held by the Trustee or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, the Noteholders regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Common Collateral securing any Senior the First Priority Lien Obligations. All Liens on the Shared Common Collateral securing any Senior the First Priority Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Common Collateral securing any the Second Priority Debt Lien Obligations for all purposes. For the avoidance of doubt, whether in the event the Trustee or not any Noteholder becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing any Senior First Priority Lien Obligations on the same basis as the other Liens securing the Second Priority Lien Obligations are so subordinated to such First Priority Lien Obligations under this Agreement. The Trustee on behalf of itself and each Noteholder, agrees not to take or cause to be taken any action, the purpose or effect of which is to make any Lien securing in respect of any other obligation of the BorrowerCommon Collateral pari passu with or senior to, or to give the Trustee or any Noteholder any preference or priority relative to, the liens in favor of Bank in respect of the Senior Lender Collateral. For the purposes of the foregoing allocation of priorities, any other Grantor claim of a right of set-off shall be treated in all respects as a Lien, and no claimed right of set-off shall be asserted by the Trustee on behalf of itself or any other Person Noteholder to defeat or otherwise subordinated, voided, avoided, invalidated diminish the rights or lapsedpriorities of the Lien of Bank provided for herein.