Common use of Priority of Claims Clause in Contracts

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, all Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which any Senior Secured Party is entitled under any intercreditor agreement (other than this Agreement), shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following order: (i) FIRST, to the payment of all reasonable fees, costs and expenses incurred by each Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent in accordance with the terms of the applicable Senior Credit Documents (the amounts so applied to be distributed among the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) if, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties for distribution in accordance with this Section 2.01(a). (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that the Senior Obligations of any Series may, subject to the limitations set forth in the then extant Senior Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the Senior Secured Parties of any Series. (d) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit Documents or any defect or deficiencies in the Liens securing the Senior Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b)), each Senior Secured Party hereby agrees that the Liens securing each Series of Senior Obligations on any Shared Collateral shall be of equal priority.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit Second Priority Debt Documents to the contrary notwithstanding (but subject to Section 1.01(b)13.06), if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated Collateral Agent any Second Priority Secured Party is taking action to enforce rights in respect of any Second Priority Shared Collateral, or any distribution is made in respect of any Second Priority Shared Collateral in any Bankruptcy Case Insolvency or Liquidation Proceeding of any Grantor the Borrower or any Senior other Debtor or any Second Priority Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Agreement with respect to any Second Priority Shared CollateralCollateral or otherwise pursuant to Section 4.01, all Proceeds received the proceeds of any sale, collection or other liquidation of any such Second Priority Shared Collateral by any Senior Second Priority Secured Party or received by the Designated Collateral Agent or any Senior Second Priority Secured Party pursuant to this Agreement with respect to any such Second Priority Shared Collateral and Proceeds proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which any Senior Secured Party is the Second Priority Debt Obligations are entitled under any intercreditor agreement (other than this Agreementtogether the “Second Priority Collateral Proceeds”), shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following order: (i) FIRSTfirst, to the payment in full in cash of all reasonable fees, costs expenses and expenses incurred by other amounts owing to the Designated Second Priority Representative and each Collateral Agent other Second Priority Representative (in each case in its capacity as such) pursuant to the terms of any Second Priority Debt Document, and second, subject to Section 13.06, to the payment in connection full in cash of the Second Priority Debt Obligations of each Series on a ratable basis, with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any proceeds to be applied to the Second Priority Debt Obligations of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent a given Series in accordance with the terms of the applicable Senior Credit Documents (the amounts so applied to be distributed among the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Second Priority Debt Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) if, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties for distribution in accordance with this Section 2.01(a). (b) Notwithstanding the foregoing, with respect to any Second Priority Shared Collateral for which a third party (other than a Senior Second Priority Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement any Series of Second Priority Debt Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Second Priority Debt Obligations (such third party, an a “Second Priority Intervening Creditor”), the value of any Second Priority Shared Collateral or Proceeds which are allocated to such Second Priority Intervening Creditor shall be deducted on a ratable basis solely from the Shared Second Priority Collateral or Proceeds proceeds to be distributed in respect of the Series of Senior Second Priority Debt Obligations with respect to which such Impairment exists. (b) Notwithstanding anything contained herein or in any of the Second Priority Debt Documents to the contrary (but subject to Section 13.06), if any Second Priority Party receives any proceeds or distributions pursuant to Section 4.01 which do not constitute Second Priority Collateral Proceeds, any such proceeds and distributions to which the Second Priority Debt Obligations are entitled, shall be applied first, to the payment in full in cash of all fees, expenses and other amounts owing to each Second Priority Representative (in its capacity as such) pursuant to the terms of any Second Priority Debt Document, and second, subject to Section 13.06, to the payment in full in cash of the Second Priority Debt Obligations of each Series on a ratable basis, with such proceeds to be applied to the Second Priority Debt Obligations of a given Series in accordance with the terms of the applicable Second Priority Debt Documents. (c) It is acknowledged that the Senior Second Priority Debt Obligations of any Series may, subject to the limitations set forth in the then extant Senior Credit Second Priority Debt Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a13.01(a) or the provisions of this Agreement defining the relative rights of the Senior Second Priority Secured Parties of any Series. (d) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit Documents or any defect or deficiencies in the Liens securing the Senior Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b)), each Senior Secured Party hereby agrees that the Liens securing each Series of Senior Obligations on any Shared Collateral shall be of equal priority.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit ABL Documents or the LC Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.6 hereof) to which (all proceeds of any Senior Secured Party is entitled sale, collection or other liquidation of any Collateral and all proceeds of any such distribution, including adequate protection or similar payments under any intercreditor agreement (other than this Agreement)Debtor Relief Law, being collectively referred to as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of LC Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent in accordance with the terms of the applicable Senior Credit Documents (the amounts so applied to be distributed among the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior the LC Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts Section 9.04 of the Senior LC Credit Agreement and the other applicable provisions of the LC Documents, and SECOND, to the payment in full of the ABL Obligations owed to them on the date of any such distribution and in accordance with the terms Section 2.4(b) of the ABL Credit Agreement and the other applicable Senior Credit provisions of the ABL Documents); provided that with respect to . If any Senior ABL Obligations which are Contingent remain outstanding after the Discharge of the LC Obligations, payment shall all proceeds of the LC Priority Collateral will be made applied to the Collateral Agent for the holder repayment of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and outstanding ABL Obligations. (ii) ifIn the case of ABL Priority Collateral, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)FIRST, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account full of the Senior ABL Obligations to which it is then entitled in accordance with this Section 2.01(a)2.4(b) of the ABL Credit Agreement and the other applicable provisions of the ABL Documents, such Senior Secured Party shall hold such and SECOND, to the payment or recovery in trust for full of the benefit of all Senior Secured Parties for distribution LC Obligations in accordance with this Section 2.01(a)9.04 of the LC Credit Agreement and the other applicable provisions of the LC Documents. If any LC Obligations remain outstanding after the Discharge of the ABL Obligations, all proceeds of the ABL Priority Collateral will be applied to the repayment of any outstanding LC Obligations. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that (i) the Senior Obligations aggregate amount of any Series Senior Secured Obligations may, subject to the limitations set forth in the then extant Senior ABL Credit DocumentsAgreement and the LC Credit Agreement, both as in effect on the date hereof, may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the ABL Secured Parties and the LC Secured Parties and (ii) the Senior Secured Parties Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Junior Secured Obligations or Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the LC Obligations granted on the Shared Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code or other applicable legislation of any jurisdiction, or any other applicable law or the Senior Credit ABL Documents or the LC Documents, or any defect or deficiencies in the or failure to perfect any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever (but1) the Liens on the LC Priority Collateral securing the LC Obligations will rank senior to any Liens on the LC Priority Collateral securing the ABL Obligations and (2) the Liens on the ABL Priority Collateral securing the ABL Obligations will rank senior to any Liens on the ABL Priority Collateral securing the LC Obligations. (d) For the avoidance of doubt, notwithstanding that Liens granted to the Foreign Collateral Agent, LC Collateral Agent, or ABL Collateral Agent on the Collateral governed by the laws of a jurisdiction located outside of the United States of America (the “Foreign Collateral”) may (A) have legally the same or different ranking due to mandatory legal provisions governing such Foreign Collateral; (B) have been granted or perfected in each casean order contrary to the contemplated ranking as set forth in this Agreement or (C) not have been granted to ABL Collateral Agent or LC Collateral Agent, the contractual ranking of the Liens on such Foreign Collateral shall be consistent with the ranking set forth in Section 2.1, and, subject to Section 1.01(b))Article VI, each Senior Secured Party hereby agrees that the Liens securing each Series all other terms and provisions of Senior Obligations on any Shared this Agreement with respect to Collateral shall be of equal priorityapplicable to such Foreign Collateral.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit Priority Debt Documents to the contrary notwithstanding (but subject to Section 1.01(b)12.06), if an Event of Default (under and as defined in the any Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated Collateral Agent Priority Secured Party is taking action to enforce rights in respect of any Shared Senior Priority Collateral, or any distribution is made in respect of any Senior Priority Shared Collateral in any Bankruptcy Case Insolvency or Liquidation Proceeding of the Borrower or any Grantor other Debtor or any Senior Priority Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Agreement with respect to any Senior Priority Shared CollateralCollateral or otherwise pursuant to Section 4.01, all Proceeds received the proceeds of any sale, collection or other liquidation of any such Senior Priority Shared Collateral by any Senior Priority Secured Party or received by the Designated Collateral Agent or any Senior Priority Secured Party pursuant to this Agreement with respect to any such Senior Priority Shared Collateral and Proceeds proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which any the Senior Secured Party is Priority Obligations are entitled under any intercreditor agreement (other than this Agreementtogether the “Senior Collateral Proceeds”), shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following order: (i) FIRSTfirst, to the payment in full in cash of all reasonable fees, costs expenses and expenses incurred by other amounts owing to the Designated Senior Priority Representative and each Collateral Agent other Senior Priority Representative (in each case in its capacity as such) pursuant to the terms of any Senior Priority Debt Document, and second, subject to Section 12.07, to the payment in connection with such collection or sale or otherwise full in connection with this Agreement, any other Senior Credit Documents or any cash of the Senior ObligationsPriority Obligations of each Series on a ratable basis, including all court costs and with such proceeds to be applied to the reasonable fees, costs and expenses Senior Priority Obligations of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent a given Series in accordance with the terms of the applicable Senior Credit Priority Debt Documents (provided, however, that the amounts so applied TLB Proceeds Loan Creditor shall only be entitled to be distributed among the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST receive such proceeds (on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iia ratable basis) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after such proceeds result directly from a recovery, distribution or payment (howsoever described) from the application pursuant to preceding clause (iSwiss Borrower), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) if, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties for distribution in accordance with this Section 2.01(a). (b) Notwithstanding the foregoing, with respect to any Senior Priority Shared Collateral for which a third party (other than a Senior Priority Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement any Series of Senior Priority Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Priority Obligations (such third party, an “Senior Priority Intervening Creditor”), the value of any Senior Priority Shared Collateral or Proceeds which are allocated to such Senior Priority Intervening Creditor shall be deducted on a ratable basis solely from the Senior Priority Shared Collateral or Proceeds proceeds to be distributed in respect of the Series of Senior Priority Obligations with respect to which such Impairment exists. (b) Notwithstanding anything contained herein or in any of the Senior Priority Debt Documents to the contrary (but subject to Section 12.07), if any Senior Priority Party receives any proceeds or distributions pursuant to Section 4.01 which do not constitute Senior Collateral Proceeds, any such proceeds and distributions to which the Senior Priority Obligations are entitled, shall be applied first, to the payment in full in cash of all fees, expenses and other amounts owing to each Senior Priority Representative (in its capacity as such) pursuant to the terms of any Senior Priority Debt Document, and second, subject to Section 12.07, to the payment in full in cash of the Senior Priority Obligations of each Series on a ratable basis, with such proceeds to be applied to the Senior Priority Obligations of a given Series in accordance with the terms of the applicable Senior Priority Debt Documents (provided, however, that the TLB Proceeds Loan Creditor shall only be entitled to receive such proceeds (on a ratable basis) to the extent such proceeds result directly from a recovery, distribution or payment (howsoever described) from the Swiss Borrower). (c) It is acknowledged that the Senior Priority Obligations of any Series may, subject to the limitations set forth in the then extant Senior Credit Priority Debt Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a12.01(a) or the provisions of this Agreement defining the relative rights of the Senior Priority Secured Parties of any Series. (d) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit Documents or any defect or deficiencies in the Liens securing the Senior Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b)), each Senior Secured Party hereby agrees that the Liens securing each Series of Senior Obligations on any Shared Collateral shall be of equal priority.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit ABL Facility Documents or the First-Priority Lien Obligations Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.06 hereof) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to which any Senior Secured Party is entitled under any intercreditor agreement (other than this Agreement), as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of Term Loan Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each Collateral Applicable First-Lien Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent for distribution in accordance with the terms of the applicable Senior Credit First-Priority Lien Obligations Documents (the amounts so applied to be distributed among the Collateral Agents pro rata including any intercreditor agreements with respect thereto), until payment in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date full of any First-Priority Lien Obligations secured by such distribution Term Loan Priority Collateral, and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior the ABL Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts Section 4.02 of the Senior ABL Facility Security Agreement and the other applicable provisions of the ABL Facility Security Documents. If any ABL Obligations owed remain outstanding after the Discharge of the First-Priority Lien Obligations, all proceeds of the Term Loan Priority Collateral will be applied to them on the date repayment of any such distribution and outstanding ABL Obligations. (ii) In the case of ABL Priority Collateral, FIRST, to the payment in full of the ABL Obligations in accordance with the terms Section 4.02 of the ABL Facility Security Agreement and the other applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share provisions of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) ifABL Facility Security Documents, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)SECOND, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties Applicable First-Lien Agent for distribution in accordance with this Section 2.01(athe First-Priority Lien Obligations Documents (including any intercreditor agreements with respect thereto). If any First-Priority Lien Obligations remain outstanding after the Discharge of the ABL Obligations, all proceeds of the ABL Priority Collateral will be applied to the repayment of any outstanding First-Priority Lien Obligations. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that (i) the Senior Obligations aggregate amount of any Series Senior Secured Obligations may, subject to the limitations set forth in the then extant Senior ABL Facility, the First-Lien Credit Agreement and any Other First-Priority Lien Obligations Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the ABL Facility Secured Parties and the First-Lien Secured Parties, and (ii) a portion of the Senior Secured Parties Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Junior Secured Obligations or Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the First-Priority Lien Obligations granted on the Shared Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code or other applicable legislation of any jurisdiction, or any other applicable law or the Senior Credit ABL Facility Documents or the First-Priority Lien Obligations Documents, or any defect or deficiencies in the or failure to perfect any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever whatsoever: (buti) (1) the Liens on the Term Loan Priority Collateral securing the First-Priority Lien Obligations will rank senior to any Liens on such Term Loan Priority Collateral securing the ABL Obligations, in and (2) the Liens on the ABL Priority Collateral securing the ABL Obligations will rank senior to any Liens on such ABL Priority Collateral securing the First-Priority Lien Obligations, and (ii) The First-Lien Collateral Agent, on behalf of itself and the First-Lien Secured Parties, and each caseOther First-Priority Lien Obligations Collateral Agent, subject to Section 1.01(b))on behalf of itself and the applicable Other First-Priority Lien Obligations Secured Parties, each Senior Secured Party hereby agrees that the Liens securing of each Series such Collateral Agent on which both of Senior Obligations on any Shared such Collateral Agents have a Lien shall be of equal priority; provided, however, that the foregoing shall not be construed to alter the relative rights or priorities of the various Series of First-Priority Lien Obligations against each other Series of First-Priority Lien Obligations, which rights and priorities shall be governed by the First-Priority Lien Obligations Documents (including any intercreditor agreements with respect thereto), nor shall the foregoing be construed to grant, or otherwise provide the benefits of, a Lien on any Collateral in favor of a Secured Party that does not hold any Obligations that are secured by such Collateral. (d) For the avoidance of doubt, notwithstanding that Liens granted to the First-Lien Collateral Agent or ABL Facility Collateral Agent on the Collateral governed by the laws of a jurisdiction located outside of the United States of America (the “Foreign Collateral”) may (A) have legally the same or different ranking due to mandatory legal provisions governing such Foreign Collateral or (B) have been granted or perfected in an order contrary to the contemplated ranking as set forth in this Agreement, the contractual ranking of the Liens on such Foreign Collateral shall be consistent with the ranking set forth in Section 2.1, and all other terms and provisions of this Agreement with respect to Collateral shall be applicable to such Foreign Collateral.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit Parity Lien Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) any Parity Lien Document has occurred and is continuing, and the Designated Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any Senior Secured Party Parity Lien Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, all Proceeds the proceeds of any sale, collection or other liquidation of any Shared Collateral received by any Senior Secured Party Parity Lien Claimholder or received by the Designated Applicable Collateral Agent or any Senior Secured Party Parity Lien Claimholder pursuant to any such intercreditor agreement or otherwise with respect to any such Shared Collateral and Proceeds proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which any Senior Secured Party is the Parity Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Shared Collateral and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any Parity Lien Document being collectively referred to as “Proceeds”), shall be applied by the Designated Applicable Collateral Agent by payment Agent, subject to each Collateral Agent for its respective Senior ObligationsArticle III, in the following order: (i) FIRST, to the payment of all reasonable fees, costs and expenses incurred by amounts owing to each Collateral Agent (in its capacity as such) and each Representative (in connection with its capacity as such) secured by such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior ObligationsShared Collateral, including all court costs and the reasonable fees, costs fees and expenses of its agents, professional advisors agents and legal counsel, and any other reasonable costs or expenses incurred Incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit DocumentsParity Lien Document and all fees, in each case owed expenses and indemnities owing to such Collateral Agents and Representatives under the relevant Parity Lien Documents, ratably to each such Collateral Agent and Representative in accordance with the terms of the applicable Senior Credit Documents (the amounts so applied payable to be distributed among the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed it pursuant to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents(i); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to each Representative for the payment of that portion in full of the Senior other Parity Lien Obligations constituting feesof each Series secured by such Shared Collateral and, indemnities and other amounts (other than principalif the amount of such Proceeds are insufficient to pay in full the Parity Lien Obligations of each Series so secured then such Proceeds shall be allocated among the Representatives of each Series secured by such Shared Collateral, interest and Letter of Credit Fees) payable pro rata according to the Senior Secured Parties, including all court costs amounts of such Parity Lien Obligations owing to each such respective Representative and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable other Parity Lien Claimholders represented by it for distribution by such Representative in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the its respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Parity Lien Documents);; and (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) if, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assignsassigns from time to time, or as a court of competent jurisdiction to whomever may otherwise directbe lawfully entitled to receive the same. If, despite the provisions of this Section 2.01(a2.1(a), any Senior Secured Party Parity Lien Claimholder shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Parity Lien Obligations to which it is then entitled in accordance with this Section 2.01(a2.1(a), such Senior Secured Party Parity Lien Claimholder shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties Parity Lien Claimholders for distribution in accordance with this Section 2.01(a2.1(a). (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that the Senior Parity Lien Obligations of any Series may, subject to the limitations set forth in the then extant Senior Credit Documentsthen-existing Parity Lien Documents and subject to any limitations set forth in this Agreement, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a2.1(a) or the provisions of this Agreement defining the relative rights of the Senior Secured Parties Parity Lien Claimholders of any Series. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior Parity Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit Parity Lien Documents or any defect or deficiencies in in, or failure to perfect, the Liens securing the Senior Parity Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b))whatsoever, each Senior Secured Party Parity Lien Claimholder hereby agrees that the Liens securing each Series of Senior Parity Lien Obligations on any Shared Collateral shall be of equal priority.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit Pari Passu Documents to the contrary notwithstanding (but subject to Section SECTION 1.01(b)), if an Event ) of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, all Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which any Senior Secured Party is entitled under any intercreditor agreement (other than this Agreement), whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, after the occurrence and during the continuance of one or more Events of Default, any Common Collateral or any proceeds thereof received in connection with the sale or other disposition of, or collection on, any Common Collateral upon the exercise of remedies under the Pari Passu Security Documents by the Revolving Credit Facility Collateral Agent, any payment on account of any Common Collateral received as a distribution or recovery in any Insolvency or Liquidation Proceeding, any Subordination Document Distribution or collection on any Subordination Document Distribution received upon the exercise of remedies under the Pari Passu Subordination Documents by the Revolving Credit Facility Collateral Agent, and any payment or distribution on account of any Pari Passu Subordination Document received as a distribution or recovery in any Insolvency or Liquidation Proceeding (all of the foregoing being collectively referred to as “Proceeds”), in each case, shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following order: (i) : FIRST, to the payment of all reasonable then unpaid (a) fees and indemnities and (b) legal fees, costs and expenses incurred or other liabilities of any kind incurred, in each case, by each the Collateral Agent (Agents or Administrative Agents in its capacity their capacities as such) such in connection with such collection or sale or otherwise in connection with this Agreementany Pari Passu Security Document, any other Senior Credit Documents or any of the Senior ObligationsPari Passu Lien Obligations or any Pari Passu Subordination Document, including (i) all court costs and costs, (ii) the reasonable fees, costs fees and expenses of its agents, professional advisors their agents and legal counsel, and (iii) the repayment of all advances made by the Collateral Agents or Administrative Agents, as applicable, hereunder or under any other reasonable Pari Passu Security Document on behalf of Grantors and (iv) any other costs or expenses incurred in connection with the administration of or the exercise of any right or remedy hereunder or under any other Senior Credit DocumentsPari Passu Security Document or Pari Passu Subordination Document, in each case owed of the foregoing, to such Collateral Agent the extent the foregoing constitutes Pari Passu Lien Obligations under the Pari Passu Documents for the applicable Series and in accordance with and subject to the terms of expense reimbursement and indemnification requirements in the applicable Senior Pari Passu Documents; SECOND, to the payment of all other Pari Passu Lien Obligations other than Term Loan Excess Principal, including cash collateralization of letters of credit to the extent required under the Revolving Credit Documents Facility (the amounts so applied to be distributed pro rata among the Collateral Agents pro rata Pari Passu Secured Parties in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Passu Lien Obligations owed to them on the date of any such distribution distribution); and THIRD, to the payment of Term Loan Excess Principal (the amounts so applied to be distributed pro rata among the Term Loan Secured Parties in accordance with the terms amounts of the applicable Senior Credit DocumentsExcess Term Loan Principal owed to them on the date of any such distribution); provided that with respect to any Senior Obligations which are Contingent and FOURTH, after payment in full of all Pari Passu Lien Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) if, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, Grantors or their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties for distribution in accordance with this Section 2.01(a). (b) Notwithstanding the foregoing, distributions shall be subject to SECTION 1.01(b), including that with respect to any Shared Common Collateral for which a third party (other than a Senior Pari Passu Secured PartyParty and, without limiting the foregoing, after taking into account the effect of any applicable intercreditor agreements) has a lien or security interest Lien that is junior in priority to the security interest Lien of the Initial Credit Agreement any Series of Pari Passu Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest Lien of any other Series of Senior Pari Passu Lien Obligations (such third party, an “Intervening Creditor”), the value of any Shared Common Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Common Collateral or Proceeds in respect of Common Collateral to be distributed in respect of the Series of Senior Pari Passu Lien Obligations with respect to which such Impairment exists. (cb) It is acknowledged The Pari Passu Secured Parties hereby acknowledge that the Senior Pari Passu Lien Obligations of any Series may, subject to the treatment of Term Loan Excess Principal and any limitations set forth in the then extant Senior Credit DocumentsSECTION 2.04 of this Agreement, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section SECTION 2.01(a) or the provisions of this Agreement defining the relative rights of the Senior Pari Passu Secured Parties of any Series; provided that nothing herein shall limit the effects of such action, including any breach caused thereby, under any other Series of Pari Passu Documents. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior Pari Passu Lien Obligations granted on the Shared Common Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit Pari Passu Documents or any defect or deficiencies in the Liens securing the Senior Pari Passu Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section SECTION 1.01(b)), each Senior Pari Passu Secured Party hereby agrees that the Liens securing each Series of Senior Pari Passu Lien Obligations on any Shared Common Collateral shall be of equal priority. (d) For the avoidance of doubt, any amounts to be distributed pursuant to this SECTION 2.01 shall be distributed to each Collateral Agent for further distribution to its Pari Passu Secured Parties.

Priority of Claims. (a) Anything contained herein or in any of the Senior Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)) of this Agreement), if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated Authorized Term Collateral Agent is taking action to enforce rights in respect of any Shared Common Collateral, or any distribution is made in respect of any Shared Common Collateral in any Bankruptcy Case of any Grantor or any Senior Term Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Common Collateral, all Proceeds received the proceeds of any sale, collection or other liquidation of any such Common Collateral by any Senior Term Secured Party or received by the Designated any Collateral Agent or pursuant to any Senior Secured Party such intercreditor agreement with respect to any Shared such Common Collateral and Proceeds proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which any Senior Secured Party is the Term Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Common Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following order: (i) as follows: FIRST, to the payment of all reasonable fees, costs and expenses incurred by each the Authorized Term Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, or any other Senior Credit Documents Term Security Document or any of the Senior Term Obligations, including all court costs and the reasonable fees, costs fees and expenses of its agents, professional advisors and legal counsel, the repayment of all advances made by the Authorized Term Collateral Agent hereunder or under any other Term Security Document on behalf of the Grantors, if any, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit DocumentsTerm Security Document; SECOND, in each case owed to such Collateral Agent in accordance with the terms payment of the applicable Senior Credit Documents (the amounts so applied to be distributed among all reasonable fees, costs and expenses incurred by the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principalthe Collateral Agent that is the Authorized Term Collateral Agent) and the Other Agents in connection with such collection or sale or otherwise in connection with this Agreement, interest and Letter or any other Term Security Document or any of Credit Fees) payable to the Senior Secured PartiesTerm Obligations, including all court costs and the reasonable fees, costs fees and expenses of their respective agents, professional advisors and legal counsel, breakage coststhe repayment of all advances made by such Collateral Agents and Other Agents, tax indemnitiesas applicable, increased hereunder or under any other Term Security Document on behalf of Grantors, if any, and any other reasonable costs and similar amounts, or expenses incurred in each case to the extent payable in accordance connection with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date exercise of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) right or remedy hereunder or under any other Term Security Document; THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior all other Term Obligations (the amounts so applied to be distributed pro rata among the Senior Term Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Term Obligations owed to them on the date of any such distribution and distribution); FOURTH, after payment in full of all Term Obligations, to the ABL Agent, to be applied in accordance with Section 14 of the ABL Security Agreement (or, if a Replacement ABL Agreement is in effect, in accordance with the terms applicable sections of the applicable Senior then-extant ABL Credit Agreement Loan Documents)) until the ABL Secured Obligations are paid in full; provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) if, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)FIFTH, to the Grantors, Grantors or their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties for distribution in accordance with this Section 2.01(a). (b) Notwithstanding the foregoing, with respect to any Shared Common Collateral for which a third party (other than a Senior Term Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement any Series of Term Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Term Obligations (such third party, party an “Intervening Creditor”), the value of any Shared Common Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Common Collateral or Proceeds to be distributed in respect of the Series of Senior Term Obligations with respect to which such Impairment exists. (cb) It is acknowledged The Term Secured Parties hereby acknowledge that the Senior Term Obligations of any Series may, subject to the any limitations set forth in the then extant Senior Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the Senior Term Secured Parties of any Series. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior Term Obligations granted on the Shared Common Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Secured Credit Documents or any defect or deficiencies in the Liens securing the Senior Term Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b)), each Senior Term Secured Party hereby agrees that the Liens securing each Series of Senior Term Obligations on any Shared Common Collateral shall be of equal priority.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit Parity Lien Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any Senior Secured Party Parity Lien Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, all Proceeds the proceeds of any sale, collection or other liquidation of any Shared Collateral received by any Senior Secured Party Parity Lien Claimholder or received by the Designated Applicable Collateral Agent or any Senior Secured Party Parity Lien Claimholder pursuant to any such intercreditor agreement or otherwise with respect to any such Shared Collateral and Proceeds proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which any Senior Secured Party is the Parity Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising Shared Collateral and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any Parity Lien Document being collectively referred to as “Proceeds”), shall be applied by the Designated Applicable Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following order: (i) FIRST, to the payment of all reasonable fees, costs and expenses incurred by amounts owing to each Collateral Agent (in its capacity as such) and each Representative (in connection with its capacity as such) secured by such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior ObligationsShared Collateral, including all court costs and the reasonable fees, costs fees and expenses of its agents, professional advisors agents and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed Parity Lien Document and all fees and indemnities owing to such Collateral Agents and Representatives, ratably to each such Collateral Agent and Representative in accordance with the terms of the applicable Senior Credit Documents (the amounts so applied payable to be distributed among the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed it pursuant to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents)FIRST; (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to each Representative for the payment of that portion in full of the Senior other Parity Lien Obligations constituting feesof each Series secured by such Shared Collateral and, indemnities and other amounts (other than principal, interest and Letter if the amount of Credit Fees) payable such Proceeds are insufficient to pay in full the Parity Lien Obligations of each Series so secured then such Proceeds shall be allocated among the Representatives of each Series secured by such Shared Collateral pro rata according to the Senior Secured Parties, including all court costs amounts of such Parity Lien Obligations owing to each such respective Representative and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable other Parity Lien Claimholders represented by it for distribution by such Representative in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the its respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Parity Lien Documents);; and (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) if, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assignsassigns from time to time, or as a court of competent jurisdiction to whomever may otherwise directbe lawfully entitled to receive the same. If, despite the provisions of this Section 2.01(a2.1(a), any Senior Secured Party Parity Lien Claimholder shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Parity Lien Obligations to which it is then entitled in accordance with this Section 2.01(a2.1(a), such Senior Secured Party Parity Lien Claimholder shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties Parity Lien Claimholders for distribution in accordance with this Section 2.01(a2.1(a). (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that the Senior Parity Lien Obligations of any Series may, subject to the limitations set forth in the then extant Senior Credit Documentsthen-existing Parity Lien Documents and subject to any limitations set forth in this Agreement, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a2.1(a) or the provisions of this Agreement defining the relative rights of the Senior Secured Parties Parity Lien Claimholders of any Series. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior Parity Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit Parity Lien Documents or any defect or deficiencies in in, or failure to perfect, the Liens securing the Senior Parity Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b))whatsoever, each Senior Secured Party Parity Lien Claimholder hereby agrees that the Liens securing each Series of Senior Parity Lien Obligations on any Shared Collateral shall be of equal priority.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit ABL Facility Documents or the First-Priority Lien Obligations Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.06 hereof) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to which any Senior Secured Party is entitled under any intercreditor agreement (other than this Agreement), as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of Notes Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each First-Lien Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent for distribution in accordance with the terms of First-Lien Intercreditor Agreement and the applicable Senior Credit Documents (the amounts so applied to be distributed among the Collateral Agents pro rata First-Lien Security Documents, until payment in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date full of any First-Priority Lien Obligations secured by such distribution Notes Priority Collateral, and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior the ABL Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts Section 4.02 of the Senior ABL Facility Security Agreement and the other applicable provisions of the ABL Facility Security Documents. If any ABL Obligations owed remain outstanding after the Discharge of the First-Priority Lien Obligations, all proceeds of the Notes Priority Collateral will be applied to them on the date repayment of any such distribution and outstanding ABL Obligations. (ii) In the case of ABL Priority Collateral, FIRST, to the payment in full of the ABL Obligations in accordance with the terms Section 4.02 of the ABL Facility Security Agreement and the other applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share provisions of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) ifABL Facility Security Documents, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)SECOND, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties First-Lien Collateral Agent for distribution in accordance with this Section 2.01(a)the First-Lien Intercreditor Agreement and the First-Lien Security Documents. If any First-Priority Lien Obligations remain outstanding after the Discharge of the ABL Obligations, all proceeds of the ABL Priority Collateral will be applied to the repayment of any outstanding First-Priority Lien Obligations. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that (i) the Senior Obligations aggregate amount of any Series Senior Secured Obligations may, subject to the limitations set forth in the then extant Senior ABL Facility, the Cash Flow Facility, the Indenture and any Other First-Priority Lien Obligations Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the ABL Facility Secured Parties and the First-Lien Secured Parties, and (ii) a portion of the Senior Secured Parties Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Junior Secured Obligations or Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the First-Priority Lien Obligations granted on the Shared Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code or other applicable legislation of any jurisdiction, or any other applicable law or the Senior Credit ABL Facility Documents or the First-Priority Lien Obligations Documents, or any defect or deficiencies in the or failure to perfect any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever whatsoever: (buti) (1) the Liens on the Notes Priority Collateral securing the First-Priority Lien Obligations will rank senior to any Liens on such Notes Priority Collateral securing the ABL Obligations, in and (2) the Liens on the ABL Priority Collateral securing the ABL Obligations will rank senior to any Liens on such ABL Priority Collateral securing the First-Priority Lien Obligations, and (ii) the First-Lien Collateral Agent, on behalf of itself and the First-Lien Secured Parties, and each caseOther First-Priority Lien Obligations Collateral Agent, subject to Section 1.01(b))on behalf of itself and the applicable Other First-Priority Lien Obligations Secured Parties, each Senior Secured Party hereby agrees that the Liens securing of each Series such Collateral Agent on which both of Senior Obligations on any Shared such Collateral Agents have a Lien shall be of equal priority; provided, however, that the foregoing shall not be construed to alter the relative rights or priorities of the various Series of First-Priority Lien Obligations against each other Series of First-Priority Lien Obligations, which rights and priorities shall be governed by the First-Priority Lien Obligations Documents and the First-Lien Intercreditor Agreement, nor shall the foregoing be construed to grant, or otherwise provide the benefits of, a Lien on any Collateral in favor of a Secured Party that does not hold any Obligations that are secured by such Collateral, including as set forth in Section 6.18.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit ABL Facility Documents or the Non-ABL Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.06 hereof) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to which any Senior Secured Party is entitled under any intercreditor agreement (other than this Agreement), as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of ABL Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent in accordance with the terms of the applicable Senior Credit Documents (the amounts so applied to be distributed among the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior the ABL Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts Section 4.02 of the Senior Obligations owed to them on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the ABL Facility Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) ifAgreement, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)SECOND, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties First Lien/Second Lien Intercreditor Agent for distribution in accordance with this the Non-ABL Documents. If any Non-ABL Obligations remain outstanding after the Discharge of the ABL Obligations, all proceeds of the ABL Priority Collateral will be applied to the repayment of any outstanding Non-ABL Obligations. (ii) In the case of Non-ABL Priority Collateral, FIRST, to the First Lien/Second Lien Intercreditor Agent for distribution in accordance with the Non-ABL Documents until payment in full of any Non-ABL Obligations secured by such Non-ABL Priority Collateral, and SECOND, to the payment in full of the ABL Obligations in accordance with Section 2.01(a)4.02 of the ABL Facility Collateral Agreement. If any ABL Obligations remain outstanding after the Discharge of the Non-ABL Obligations, all proceeds of the Non-ABL Priority Collateral will be applied to the repayment of any outstanding ABL Obligations. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that (i) the aggregate amount of any Senior Obligations of any Series may, subject to the limitations set forth in the then extant Senior Credit ABL Facility Documents and the Non-ABL Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the Senior ABL Facility Secured Parties and the Non-ABL Secured Parties, and (ii) a portion of the Senior Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Obligations (or any part thereof) or the Senior Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Senior Obligations or by any action that any Collateral Agent, Representative or Secured Party may take or fail to take in respect of any Collateral. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the Non-ABL Obligations granted on the Shared Collateral or of any Liens securing the ABL Obligations granted on the Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit ABL Facility Documents and the Non-ABL Documents or any defect or deficiencies in the in, or failure to perfect any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever (butincluding any non-perfection of any Lien purporting to secure the ABL obligations and/or the Non-ABL Obligations): (1) the Liens on the Non-ABL Priority Collateral securing Non-ABL Obligations will rank senior to any Liens on such Non-ABL Priority Collateral securing ABL Obligations, in each caseand (2) the Liens on the ABL Priority Collateral securing ABL Obligations will rank senior to any Liens on such ABL Priority Collateral securing Non-ABL Obligations, subject to Section 1.01(b))and (ii) The First-Priority Collateral Agent, on behalf of itself and the First-Priority Secured Parties, and the Second-Priority Collateral Agent, on behalf of itself and the Second-Priority Secured Parties, each Senior Secured Party hereby agrees that the priority of the Liens securing each the Non-ABL Obligations shall be governed by the Non-ABL Documents; provided, however, that the foregoing shall not be construed to alter the relative rights or priorities of the various Series of Senior Non-ABL Obligations on any Shared Collateral against each other Series of Non-ABL Obligations, which rights and priorities shall be of equal prioritygoverned by the applicable Non-ABL Documents.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit Notes Documents or the LC Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.06 hereof) to which (all proceeds of any Senior Secured Party is entitled sale, collection or other liquidation of any Collateral and all proceeds of any such distribution, including adequate protection or similar payments under any intercreditor agreement (other than this Agreement)Debtor Relief Law, being collectively referred to as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of LC Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent in accordance with the terms of the applicable Senior Credit Documents (the amounts so applied to be distributed among the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior the LC Obligations of each Series (including the amounts so applied to be distributed among the Senior Secured Parties pro rata cash collateralization thereof) in accordance with the respective amounts Section 9.04 of the Senior LC Credit Agreement and the other applicable provisions of the LC Documents, and SECOND, to the payment in full of the Notes Obligations owed to them on the date of any such distribution and in accordance with the terms Section 506 of the Notes Indenture and the other applicable Senior Credit provisions of the Notes Documents); provided that with respect to . If any Senior Notes Obligations which are Contingent remain outstanding after the Discharge of the LC Obligations, payment shall all proceeds of the LC Priority Collateral will be made applied to the Collateral Agent for the holder repayment of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and outstanding Notes Obligations. (ii) ifIn the case of Notes Priority Collateral, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)FIRST, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account full of the Senior Notes Obligations to which it is then entitled in accordance with this Section 2.01(a)506 of the Notes Indenture and the other applicable provisions of the Notes Documents, such Senior Secured Party shall hold such and SECOND, to the payment or recovery in trust for full of the benefit of all Senior Secured Parties for distribution LC Obligations (including the cash collateralization thereof) in accordance with this Section 2.01(a)9.04 of the LC Credit Agreement and the other applicable provisions of the LC Documents. If any LC Obligations remain outstanding after the Discharge of the Notes Obligations, all proceeds of the Notes Priority Collateral will be applied to the repayment (including the cash collateralization thereof) of any outstanding LC Obligations. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that (i) the Senior Obligations aggregate amount of any Series Senior Secured Obligations may, subject to the limitations set forth in the then extant Senior Notes Indenture and the LC Credit DocumentsAgreement, both as in effect on the date hereof, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the Notes Secured Parties and the LC Secured Parties and (ii) the Senior Secured Parties Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Junior Secured Obligations or Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the LC Obligations granted on the Shared Collateral or of any Liens securing the Notes Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code or other applicable legislation of any jurisdiction, or any other applicable law or the Senior Credit Notes Documents or the LC Documents, or any defect or deficiencies in the or failure to perfect any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever (but1) the Liens on the LC Priority Collateral securing the LC Obligations will rank senior to any Liens on the LC Priority Collateral securing the Notes Obligations and (2) the Liens on the Notes Priority Collateral securing the Notes Obligations will rank senior to any Liens on the Notes Priority Collateral securing the LC Obligations. (d) For the avoidance of doubt, notwithstanding that Liens granted to the Foreign Collateral Agent, LC Collateral Agent, or Notes Collateral Agent on the Collateral governed by the laws of a jurisdiction located outside of the United States of America (the “Foreign Collateral”) may (A) have legally the same or different ranking due to mandatory legal provisions governing such Foreign Collateral; (B) have been granted or perfected in each casean order contrary to the contemplated ranking as set forth in this Agreement or (C) not have been granted to Notes Collateral Agent or LC Collateral Agent, the contractual ranking of the Liens on such Foreign Collateral shall be consistent with the ranking set forth in Section 2.1, and, subject to Section 1.01(b))Article VI, each Senior Secured Party hereby agrees that the Liens securing each Series all other terms and provisions of Senior Obligations on any Shared this Agreement with respect to Collateral shall be of equal priorityapplicable to such Foreign Collateral.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit First-Priority Lien Obligations Documents or the Second-Priority Lien Obligations Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.06 hereof) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to which any Senior Secured Party is entitled under any intercreditor agreement (other than this Agreement), as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of the Term/Notes Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each Collateral Applicable Second Lien Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent for distribution in accordance with the terms of the Pari Passu Second-Priority Intercreditor Agreement or any other applicable Senior Credit Second-Priority Lien Obligations Documents (the amounts so applied to be distributed among the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the until payment in full of all other Senior Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Second-Priority Lien Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) if, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)SECOND, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties Applicable First Lien Agent for distribution in accordance with this Section 2.01(a)the Priority Lien Intercreditor Agreement or any other applicable First-Priority Lien Obligations Documents until payment in full of all First-Priority Lien Obligations. (ii) In the case of the RBL Priority Collateral, FIRST, to the Applicable First Lien Agent for distribution in accordance with the Priority Lien Intercreditor Agreement or any other applicable First-Priority Lien Obligations Documents until payment in full of all First-Priority Lien Obligations, and SECOND, to the Applicable Second Lien Agent for distribution in accordance with the Pari Passu Second-Priority Intercreditor Agreement or any other applicable Second-Priority Lien Obligations Documents until payment in full of all Second-Priority Lien Obligations. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that (i) the Senior Obligations aggregate amount of any Series Senior Secured Obligations may, subject to the limitations set forth in the then extant Senior Credit applicable RBL Facility Documents, Term Facility Documents, Other First-Priority Lien Obligations Documents and Other Second-Priority Lien Obligations Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First-Priority Lien Obligations Secured Parties vis-a-vis the Second-Priority Lien Obligations Secured Parties, and (ii) a portion of the Senior Secured Parties Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Senior Secured Obligations or any Junior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the First-Priority Lien Obligations granted on the Shared Collateral or of any Liens securing the Second-Priority Lien Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit Documents Term Facility Documents, the RBL Facility Documents, any Other First-Priority Lien Obligations Document or any Other Second-Priority Lien Obligations Document, or any defect or deficiencies in the in, or failure to perfect, any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever whatsoever: (but, in each case, subject to Section 1.01(b)), each Senior Secured Party hereby agrees that i) (1) the Liens on the Term/Notes Priority Collateral securing each Series of Senior the Second-Priority Lien Obligations will rank senior to any Liens on the Term/Notes Priority Collateral securing the First-Priority Lien Obligations, and (2) the Liens on the RBL Priority Collateral securing the First-Priority Lien Obligations will rank senior to any Shared Liens on the RBL Priority Collateral shall be of equal priority.securing the Second-Priority Lien Obligations;

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit ABL Facility Documents or the First-Priority Lien Obligations Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.06 hereof) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to which any Senior Secured Party is entitled under any intercreditor agreement (other than this Agreement), as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of Notes Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each Collateral Applicable First-Lien Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent for distribution in accordance with the terms of First-Lien Intercreditor Agreement and the applicable Senior Credit Documents (the amounts so applied to be distributed among the Collateral Agents pro rata First-Lien Security Documents, until payment in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date full of any First-Priority Lien Obligations secured by such distribution Notes Priority Collateral, and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior the ABL Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts Section 4.02 of the Senior ABL Facility Security Agreement. If any ABL Obligations owed remain outstanding after the Discharge of the First-Priority Lien Obligations, all proceeds of the Notes Priority Collateral will be applied to them on the date repayment of any such distribution and outstanding ABL Obligations. (ii) In the case of ABL Priority Collateral, FIRST, to the payment in full of the ABL Obligations in accordance with the terms Section 4.02 of the applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) ifABL Facility Security Agreement, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)SECOND, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties Applicable First-Lien Agent for distribution in accordance with this Section 2.01(a)the First-Lien Intercreditor Agreement and the First-Lien Security Documents. If any First-Priority Lien Obligations remain outstanding after the Discharge of the ABL Obligations, all proceeds of the ABL Priority Collateral will be applied to the repayment of any outstanding First-Priority Lien Obligations. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that (i) the Senior Obligations aggregate amount of any Series Senior Secured Obligations may, subject to the limitations set forth in the then extant Senior ABL Facility, the Indenture and any Other First-Priority Lien Obligations Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the ABL Facility Secured Parties and the First-Lien Secured Parties, and (ii) a portion of the Senior Secured Parties Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Junior Secured Obligations or Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the First-Priority Lien Obligations granted on the Shared Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit ABL Facility Documents or the First-Priority Lien Obligations Documents, or any defect or deficiencies in the or failure to perfect any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever whatsoever: (buti) (1) the Liens on the Notes Priority Collateral securing the First-Priority Lien Obligations will rank senior to any Liens on such Notes Priority Collateral securing the ABL Obligations, in and (2) the Liens on the ABL Priority Collateral securing the ABL Obligations will rank senior to any Liens on such ABL Priority Collateral securing the First-Priority Lien Obligations, and (ii) The First-Lien Collateral Agent, on behalf of itself and the First-Lien Note Secured Parties, and each caseOther First-Priority Lien Obligations Collateral Agent, subject to Section 1.01(b))on behalf of itself and the applicable Other First-Priority Lien Obligations Secured Parties, each Senior Secured Party hereby agrees that the Liens securing of each Series of Senior Obligations on any Shared such Collateral Agent shall be of equal priority; provided, however, that the foregoing shall not be construed to alter the relative rights or priorities of the various Series of First-Priority Lien Obligations against each other Series of First-Priority Lien Obligations, which rights and priorities shall be governed by the First-Priority Lien Obligations Documents and the First-Lien Intercreditor Agreement.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit ABL Documents or the LC Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.06 hereof) to which (all proceeds of any Senior Secured Party is entitled sale, collection or other liquidation of any Collateral and all proceeds of any such distribution, including adequate protection or similar payments under any intercreditor agreement (other than this Agreement)Debtor Relief Law, being collectively referred to as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of LC Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent in accordance with the terms of the applicable Senior Credit Documents (the amounts so applied to be distributed among the Collateral Agents pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior the LC Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts Section 9.04 of the Senior LC Credit Agreement and the other applicable provisions of the LC Documents, and SECOND, to the payment in full of the ABL Obligations owed to them on the date of any such distribution and in accordance with the terms Section 2.4(b) of the ABL Credit Agreement and the other applicable Senior Credit provisions of the ABL Documents); provided that with respect to . If any Senior ABL Obligations which are Contingent remain outstanding after the Discharge of the LC Obligations, payment shall all proceeds of the LC Priority Collateral will be made applied to the Collateral Agent for the holder repayment of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and outstanding ABL Obligations. (ii) ifIn the case of ABL Priority Collateral, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)FIRST, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account full of the Senior ABL Obligations to which it is then entitled in accordance with this Section 2.01(a)2.4(b) of the ABL Credit Agreement and the other applicable provisions of the ABL Documents, such Senior Secured Party shall hold such and SECOND, to the payment or recovery in trust for full of the benefit of all Senior Secured Parties for distribution LC Obligations in accordance with this Section 2.01(a)9.04 of the LC Credit Agreement and the other applicable provisions of the LC Documents. If any LC Obligations remain outstanding after the Discharge of the ABL Obligations, all proceeds of the ABL Priority Collateral will be applied to the repayment of any outstanding LC Obligations. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that (i) the Senior Obligations aggregate amount of any Series Senior Secured Obligations may, subject to the limitations set forth in the then extant Senior ABL Credit DocumentsAgreement and the LC Credit Agreement, both as in effect on the date hereof, may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the ABL Secured Parties and the LC Secured Parties and (ii) the Senior Secured Parties Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Junior Secured Obligations or Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the LC Obligations granted on the Shared Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code or other applicable legislation of any jurisdiction, or any other applicable law or the Senior Credit ABL Documents or the LC Documents, or any defect or deficiencies in the or failure to perfect any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever (but1) the Liens on the LC Priority Collateral securing the LC Obligations will rank senior to any Liens on the LC Priority Collateral securing the ABL Obligations and (2) the Liens on the ABL Priority Collateral securing the ABL Obligations will rank senior to any Liens on the ABL Priority Collateral securing the LC Obligations. (d) For the avoidance of doubt, notwithstanding that Liens granted to the Foreign Collateral Agent, LC Collateral Agent, or ABL Collateral Agent on the Collateral governed by the laws of a jurisdiction located outside of the United States of America (the “Foreign Collateral”) may (A) have legally the same or different ranking due to mandatory legal provisions governing such Foreign Collateral; (B) have been granted or perfected in each casean order contrary to the contemplated ranking as set forth in this Agreement or (C) not have been granted to ABL Collateral Agent or LC Collateral Agent, the contractual ranking of the Liens on such Foreign Collateral shall be consistent with the ranking set forth in Section 2.1, and, subject to Section 1.01(b))Article VI, each Senior Secured Party hereby agrees that the Liens securing each Series all other terms and provisions of Senior Obligations on any Shared this Agreement with respect to Collateral shall be of equal priorityapplicable to such Foreign Collateral.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit ABL Facility Documents or the First-Priority Lien Obligations Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.06 hereof) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to which any Senior Secured Party is entitled under any intercreditor agreement (other than this Agreement), as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of Notes Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each First-Lien Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent for distribution in accordance with the terms of the applicable Senior Credit First-Priority Lien Obligations Documents (the amounts so applied to be distributed among the Collateral Agents pro rata including any intercreditor agreements with respect thereto), until payment in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date full of any First-Priority Lien Obligations secured by such distribution Notes Priority Collateral, and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of the ABL Obligations in accordance with Section 4.02 of the ABL Facility Security Agreement and the other applicable provisions of the ABL Facility Security Documents. If any ABL Obligations remain outstanding after the Discharge of the First-Priority Lien Obligations, all other Senior Obligations proceeds of each Series (the amounts so Notes Priority Collateral will be applied to be distributed among the Senior Secured Parties pro rata repayment of any outstanding ABL Obligations. (ii) In the case of ABL Priority Collateral, FIRST, to the payment in full of the ABL Obligations in accordance with Section 4.02 of the ABL Facility Security Agreement and the other applicable provisions of the ABL Facility Security Documents, and SECOND, to the First-Lien Collateral Agent for distribution in accordance with the respective amounts First-Priority Lien Obligations Documents (including any intercreditor agreements with respect thereto). If any First-Priority Lien Obligations remain outstanding after the Discharge of the Senior Obligations owed ABL Obligations, all proceeds of the ABL Priority Collateral will be applied to them on the date repayment of any such distribution outstanding First-Priority Lien Obligations. Following the Discharge of the First-Priority Lien Obligations and the Discharge of the ABL Obligations, all remaining Proceeds shall be applied in accordance with the terms of the any applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) if, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery Junior Lien Intercreditor Agreement then in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties for distribution in accordance with this Section 2.01(a)effect. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists. (c) It is acknowledged that (i) the Senior Obligations aggregate amount of any Series Senior Secured Obligations may, subject to the limitations set forth in the then extant Senior ABL Facility, the Indenture and any Other First-Priority Lien Obligations Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the ABL Facility Secured Parties and the First-Lien Secured Parties, and (ii) a portion of the Senior Secured Parties Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Junior Secured Obligations or Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. (dc) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the First-Priority Lien Obligations granted on the Shared Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code or other applicable legislation of any jurisdiction, or any other applicable law or the Senior Credit ABL Facility Documents or the First-Priority Lien Obligations Documents, or any defect or deficiencies in the or failure to perfect any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever whatsoever: (buti) (1) the Liens on the Notes Priority Collateral securing the First-Priority Lien Obligations will rank senior to any Liens on such Notes Priority Collateral securing the ABL Obligations, in and (2) the Liens on the ABL Priority Collateral securing the ABL Obligations will rank senior to any Liens on such ABL Priority Collateral securing the First-Priority Lien Obligations, and (ii) the First-Lien Collateral Agent, on behalf of itself and the First-Lien Secured Parties, and each caseOther First-Priority Lien Obligations Collateral Agent, subject to Section 1.01(b))on behalf of itself and the applicable Other First-Priority Lien Obligations Secured Parties, each Senior Secured Party hereby agrees that the Liens securing of each Series such Collateral Agent on which both of Senior Obligations on any Shared such Collateral Agents have a Lien shall be of equal priority; provided, however, that the foregoing shall not be construed to alter the relative rights or priorities of the various Series of First-Priority Lien Obligations against each other Series of First-Priority Lien Obligations, which rights and priorities shall be governed by the First-Priority Lien Obligations Documents (including any intercreditor agreements with respect thereto), nor shall the foregoing be construed to grant, or otherwise provide the benefits of, a Lien on any Collateral in favor of a Secured Party that does not hold any Obligations that are secured by such Collateral.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit ABL Facility Documents or the First-Priority Lien Obligations Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.06 hereof) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to which any Senior Secured Party is entitled under any intercreditor agreement (other than this Agreement), as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of Notes Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each Applicable First-Lien Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent for distribution in accordance with the terms of the applicable Senior Credit Documents (the amounts so applied to be distributed among the Collateral Agents pro rata First-Priority Intercreditor Agreement until payment in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date full of any First-Priority Lien Obligations secured by such distribution Notes Priority Collateral, and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior the ABL Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts Section 5.02 of the Senior ABL Facility Security Agreement. If any ABL Obligations owed remain outstanding after the Discharge of the First-Priority Lien Obligations, all proceeds of the Notes Priority Collateral will be applied to them on the date repayment of any such distribution and outstanding ABL Obligations. (ii) In the case of ABL Priority Collateral, FIRST, to the payment in full of the ABL Obligations in accordance with the terms Section 5.02 of the applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) ifABL Facility Security Agreement, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)SECOND, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties Applicable First-Lien Collateral Agent for distribution in accordance with this Section 2.01(a)the First-Priority Intercreditor Agreement. If any First-Priority Lien Obligations remain outstanding after the Discharge of the ABL Obligations, all proceeds of the ABL Priority Collateral will be applied to the repayment of any outstanding First-Priority Lien Obligations. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists[Reserved.] (c) It is acknowledged that (i) the Senior Obligations aggregate amount of any Series Senior Secured Obligations may, subject to the limitations set forth in the then extant Senior ABL Facility, the First-Lien Revolving Facility, the Indenture and any Other First-Priority Lien Obligations Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First-Lien Revolving Facility Secured Parties, the ABL Facility Secured Parties, the First-Lien Note Secured Parties and the Other First-Priority Lien Obligations Secured Parties, and (ii) a portion of the Senior Secured Parties Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. (d) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the First-Priority Lien Obligations granted on the Shared Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit First-Lien Revolving Facility Documents, the ABL Facility Documents, the First-Lien Note Documents, or any Other First-Priority Lien Obligations Documents or any defect or deficiencies in the in, or failure to perfect any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever whatsoever: (buti) (1) the Liens on the Notes Priority Collateral securing First-Priority Lien Obligations will rank senior to any Liens on such Notes Priority Collateral securing ABL Obligations, in and (2) the Liens on the ABL Priority Collateral securing ABL Obligations will rank senior to any Liens on such ABL Priority Collateral securing First-Priority Lien Obligations, and (ii) the First-Lien Revolving Facility Collateral Agent, on behalf of itself and the First-Lien Revolving Facility Secured Parties, the First-Lien Notes Collateral Agent, on behalf of itself and the First-Lien Note Secured Parties, and each caseOther First-Priority Lien Obligations Collateral Agent, subject to Section 1.01(b))on behalf of itself and the applicable Other First-Priority Lien Obligations Secured Parties, each Senior Secured Party hereby agrees that the Liens securing of each Series of Senior Obligations on any Shared such Collateral Agent shall be of equal priority; provided, however, that the foregoing shall not be construed to alter the relative rights or priorities of the various Series of First-Priority Lien Obligations Secured Parties against each other Series of First-Priority Lien Obligations which rights and priorities shall be governed by the First-Priority Intercreditor Agreement. (e) For the avoidance of doubt, to the extent that as a result of any provision of this Agreement, Rule 3-16 of Regulation S-X under the Securities Act (or any successor or similar regulation) would require the filing with the SEC separate financial statements of any of the Company’s subsidiaries because such subsidiary’s capital stock or other securities would be deemed to secure the First-Lien Notes or any Other First-Priority Lien Obligations, then such provision shall be void and have no effect, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence.

Priority of Claims. (a) Anything contained herein or in any of the Senior Credit ABL Facility Documents or the First-Priority Lien Obligations Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default (under and as defined in the Senior Credit Documents under which the Designated Collateral Agent is the Senior Representative) has occurred and is continuing, and the Designated any Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any Senior Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, all the Proceeds received by any Senior Secured Party or received by the Designated Collateral Agent or any Senior Secured Party with respect to any Shared Collateral and Proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingSection 2.06 hereof) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to which any Senior Secured Party is entitled under any intercreditor agreement (other than this Agreement), as “Proceeds”) shall be applied by the Designated Collateral Agent by payment to each Collateral Agent for its respective Senior Obligations, in the following orderas follows: (i) In the case of Notes Priority Collateral, FIRST, to the payment of all reasonable fees, costs and expenses incurred by each Applicable First-Lien Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Senior Credit Documents or any of the Senior Obligations, including all court costs and the reasonable fees, costs and expenses of its agents, professional advisors and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Senior Credit Documents, in each case owed to such Collateral Agent for distribution in accordance with the terms of the applicable Senior Credit Documents (the amounts so applied to be distributed among the Collateral Agents pro rata First-Priority Intercreditor Agreement until payment in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIRST on the date full of any First-Priority Lien Obligations secured by such distribution Notes Priority Collateral, and in accordance with the terms of the applicable Senior Credit Documents); (ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to payment of that portion of the Senior Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Senior Secured Parties, including all court costs and the reasonable fees, costs and expenses of their respective agents, professional advisors and legal counsel, breakage costs, tax indemnities, increased costs and similar amounts, in each case to the extent payable in accordance with the applicable Senior Credit Documents (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SECOND on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iii) THIRD, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (ii), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings in connection with any Superpriority Commitments (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause THIRD on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (iv) FOURTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iii), to payment of that portion of the Senior Obligations constituting unpaid principal of the Superpriority Loans (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FOURTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (v) FIFTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (iv), to payment of that portion of the Senior Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Senior Obligations (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause FIFTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); (vi) SIXTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (v), (A) to payment of that portion of the Senior Obligations constituting (I) unpaid principal amount of Loans (other than Superpriority Loans) and unpaid principal of Pari Debt and (II) Senior Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and (B) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of Letters of Credit (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts of the Senior Obligations owed to them and described in this clause SIXTH on the date of any such distribution and in accordance with the terms of the applicable Senior Credit Documents); provided that (x) any such amounts applied pursuant to the foregoing clause (B) shall be paid to the Designated Senior Representative for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to the relevant Senior Credit Documents, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause SIXTH shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause SIXTH; (vii) SEVENTH, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (vi), to the payment in full of all other Senior the ABL Obligations of each Series (the amounts so applied to be distributed among the Senior Secured Parties pro rata in accordance with the respective amounts Section [5.02] of the Senior ABL Facility Security Agreement. If any ABL Obligations owed remain outstanding after the Discharge of the First-Priority Lien Obligations, all proceeds of the Notes Priority Collateral will be applied to them on the date repayment of any such distribution and outstanding ABL Obligations. (ii) In the case of ABL Priority Collateral, FIRST, to the payment in full of the ABL Obligations in accordance with the terms Section [5.02] of the applicable Senior Credit Documents); provided that with respect to any Senior Obligations which are Contingent Obligations, payment shall be made to the Collateral Agent for the holder of such Contingent Obligation, to be retained as collateral, for the ratable portion of Senior Obligations consisting of such Contingent Obligations (it being understood that (i) if any portion of such Contingent Obligations become due and payable, the Collateral Agent shall pay to the holder of such Contingent Obligations the ratable share of the amount of cash held as collateral specifically therefor pursuant to this clause which is allocable to such portion of such Contingent Obligations and (ii) ifABL Facility Security Agreement, and to the extent that, any Contingent Obligation ceases to exist (as the result of the expiration or termination of the Contingent Obligation or the disallowance of any claim for such Contingent Obligation), the amount of cash held as collateral therefor pursuant to this clause shall be returned to the Designated Collateral Agent for ratable distribution to respective Collateral Agents for the benefit of the Senior Secured Parties, as provided under this Section 2.01(a)); and (viii) EIGHTH, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii)SECOND, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. If, despite the provisions of this Section 2.01(a), any Senior Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Senior Obligations to which it is then entitled in accordance with this Section 2.01(a), such Senior Secured Party shall hold such payment or recovery in trust for the benefit of all Senior Secured Parties Applicable First-Lien Collateral Agent for distribution in accordance with this Section 2.01(a)the First-Priority Intercreditor Agreement. If any First-Priority Lien Obligations remain outstanding after the Discharge of the ABL Obligations, all proceeds of the ABL Priority Collateral will be applied to the repayment of any outstanding First-Priority Lien Obligations. (b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of the Initial Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such Impairment exists[Reserved.] (c) It is acknowledged that (i) the Senior Obligations aggregate amount of any Series Senior Secured Obligations may, subject to the limitations set forth in the then extant Senior ABL Facility, the First-Lien Revolving Facility, the Indenture and any Other First-Priority Lien Obligations Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First-Lien Revolving Facility Secured Parties, the ABL Facility Secured Parties, the First-Lien Note Secured Parties and the Other First-Priority Lien Obligations Secured Parties, and (ii) a portion of the Senior Secured Parties Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. The priorities provided for herein shall not be altered or otherwise affected by any Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any SeriesCollateral or of any guarantees for any Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. (d) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior the First-Priority Lien Obligations granted on the Shared Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Senior Credit First-Lien Revolving Facility Documents, the ABL Facility Documents, the First-Lien Note Documents, or any Other First-Priority Lien Obligations Documents or any defect or deficiencies in the in, or failure to perfect any such Liens securing the Senior Obligations of any Series or any other circumstance whatsoever whatsoever: (buti) (1) the Liens on the Notes Priority Collateral securing First-Priority Lien Obligations will rank senior to any Liens on such Notes Priority Collateral securing ABL Obligations, in and (2) the Liens on the ABL Priority Collateral securing ABL Obligations will rank senior to any Liens on such ABL Priority Collateral securing First-Priority Lien Obligations, and (ii) the First-Lien Revolving Facility Collateral Agent, on behalf of itself and the First-Lien Revolving Facility Secured Parties, the First-Lien Notes Collateral Agent, on behalf of itself and the First-Lien Note Secured Parties, and each caseOther First-Priority Lien Obligations Collateral Agent, subject to Section 1.01(b))on behalf of itself and the applicable Other First-Priority Lien Obligations Secured Parties, each Senior Secured Party hereby agrees that the Liens securing of each Series of Senior Obligations on any Shared such Collateral Agent shall be of equal priority; provided, however, that the foregoing shall not be construed to alter the relative rights or priorities of the various Series of First-Priority Lien Obligations Secured Parties against each other Series of First-Priority Lien Obligations which rights and priorities shall be governed by the First-Priority Intercreditor Agreement. (e) For the avoidance of doubt, to the extent that as a result of any provision of this Agreement, Rule 3-16 of Regulation S-X under the Securities Act (or any successor or similar regulation) would require the filing with the SEC separate financial statements of any of the Company’s subsidiaries because such subsidiary’s capital stock or other securities would be deemed to secure the First-Lien Notes or any Other First-Priority Lien Obligations, then such provision shall be void and have no effect, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence.