Common use of Priority of Liens Clause in Contracts

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any the Additional General Intercreditor Agreement).

Priority of Liens. (a) Notwithstanding Subject to the order of application of proceeds set forth in sub-clauses (b) and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Term Agent (or the ABL Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Secured Parties or any Term Agent or the Term Secured Parties securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and each of the New First Lien Collateral AgentTerm Agents, on behalf of itself and the New First Lien relevant Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral any Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in such ABL Priority Collateral to secure all or any portion of the Common Collateral; andABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral any Term Agent or any Term Secured Party in such ABL Priority Collateral to secure all or any portion of the New First Term Obligations; (3) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to any Term Agent and the Term Secured Parties in such Term Priority Collateral to secure all or any portion of the Term Obligations; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of any Term Agent or any Term Secured Party that secures all or any portion of the Common Collateral. The New First Lien Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in such Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Secured Parties (but, for the avoidance of doubt, subject to the order of application of proceeds set forth in sub-clauses (b) and (c) of Section 4.1 hereof), the priority and rights as between the ABL Secured Parties and the Term Secured Parties with respect to the Collateral shall be as set forth herein. (c) Each Term Agent, for and on behalf of itself and each New First Lien the relevant Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Collateral (other than any Term Exclusive Collateral) in which the Term Agents have been, or will be, granted Liens and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) each Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral each Term Agent, for the benefit of itself and the New First Lien relevant Term Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral (other than any ABL Exclusive Collateral) in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agents and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate any Term Agent’s or the respective ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding Subject to the proviso in subclause (b) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Lenders in respect of all or any portion of the ABL Collateral or of any Liens granted to the Shared Collateral Agents or the Shared Collateral Secured Parties in respect of all or any portion of the Common ABL Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien the Shared Collateral Agent Agents (or ABL Lenders or the ABL Secured Parties or any of the New First Lien Shared Collateral Secured Parties) on in any Common ABL Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Shared Collateral Documents, or (iv) whether the ABL Collateral Agent or any New First Lien the Shared Collateral AgentAgents, in each case, either directly or through agents, holds hold possession of, or has have control over, all or any part of the Common ABL Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, and the New First Lien Shared Collateral Agent, on behalf of itself and the New First Lien applicable Shared Collateral Secured Parties, hereby agree thatagrees that prior to the Discharge of ABL Obligations: (1) any Lien in respect of all or any portion of the Common ABL Collateral now or hereafter held by or on behalf of the New First Lien Shared Collateral Agent Agents or the New First Lien any Shared Collateral Secured Parties Party that secures all or any portion of the New First Lien Shared Collateral Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties Lenders on the Common ABL Collateral; and (2) any Lien in respect of all or any portion of the Common ABL Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party Lender that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Shared Collateral Agent Agents or the New First Lien any Shared Collateral Secured Parties Party on the Common ABL Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.; and (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, (i) the New First Lien Shared Collateral AgentAgents, for the benefit of itself and the New First Lien Shared Collateral Secured Parties, has have been granted Liens upon all of the Common ABLShared Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents theretothereto and, (ii) the Shared Collateral Agents, for and on behalf of themselves and the Shared Collateral Secured Parties, have been granted first priority Liens in the Xxxxxxxx Collateral and neither the ABL Agent nor the ABL Secured Parties shall have a Lien on or a security interest in the Xxxxxxxx Collateral and (iii) after the Springing Covenant Trigger Date, pursuant to the terms of the Springing Covenant, the Term Agent, for the benefit of the Term B-4 Lenders, will be granted a first priority Lien upon the Specified Real Property (other than any Excluded Specified Real Property) (after the Springing Covenant Trigger Date, such Specified Real Property on which a Lien has been granted to the Term Agent for the benefit of the Term B-4 Lenders, the “Secured Specified Real Property”) and neither the ABL Agent, the ABL Secured Parties or any other Shared Collateral Secured Parties shall have a Lien on or a security interest in the Secured Specified Real Properties. The subordination of Liens by the New First Lien Shared Collateral Agent Agents in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the Shared Collateral Agents’ respective Liens on the ABL Collateral to the Liens of any other Person. (c) The relative rights and obligations of the New First Lien ABL Agent and the Shared Collateral Agent Agents (or the New First Lien ABL Lenders and the Shared Collateral Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject Parties) under this Agreement with respect to the First Lien Intercreditor Agreement and any Additional General Intercreditor Liens on the Canadian Pledge Collateral shall be determined in accordance with Article 7 of this Agreement).

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral First Lien Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, Collateral or of any Liens granted to the Second Lien Agent or the Second Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral First Lien Agent or any New First the Second Lien Collateral Agent (or the ABL First Lien Secured Parties or any of the New First Second Lien Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL First Lien Loan Documents or any of the New First Second Lien Loan Documents, or (iv) whether the ABL Collateral First Lien Agent or any New First the Second Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the First Lien Obligations or the Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the First Lien Agent or the Second Lien Agent to perfect its Lien in the Collateral, the ABL subordination of any Lien on the Collateral securing any First Lien Obligations or Second Lien Obligations, as applicable, to any Lien securing any other obligation of the Borrower or any Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any First Lien Obligations or Second Lien Obligations, the First Lien Agent, on behalf of itself and the ABL First Lien Secured Parties, and the New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Second Lien Collateral Agent or the New First any Second Lien Secured Parties Party that secures all or any portion of the New Second Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the First Lien Agent and the First Lien Secured Parties in the Collateral to secure all or any portion of the First Lien Obligations (other than the Excess First Lien Obligations); (2) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the First Lien Agent or any First Lien Secured Party that secures all or any portion of the First Lien Obligations (other than the Excess First Lien Obligations) shall in all respects be senior and prior to all Liens granted to the Second Lien Agent or any Second Lien Secured Party in the Collateral to secure all or any portion of the Second Lien Obligations; (3) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the First Lien Agent or any First Lien Secured Party that secures all or any portion of the Excess First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Second Lien Agent or any Second Lien Secured Party in the Collateral Agent and to secure all or any portion of the ABL Secured Parties on Second Lien Obligations (other than the Common Collateral; andExcess Second Lien Obligations); (24) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Second Lien Agent or any ABL Second Lien Secured Party that secures all or any portion of the ABL Second Lien Obligations (other than Excess Second Lien Obligations) shall in all respects be senior and prior to all Liens granted to the First Lien Agent and the First Lien Secured Parties in the Collateral to secure all or any portion of the Excess First Lien Obligations; (5) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the First Lien Agent or any First Lien Secured Party that secures the Excess First Lien Obligations shall in all respects be senior and prior to all Liens granted to the New Second Lien Agent and the Second Lien Secured Parties in the Collateral to secure all or any portion of the Excess Second Lien Obligations; and (6) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Second Lien Agent or any Second Lien Secured Party that secures the Excess Second Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the First Lien Collateral Agent or and the New First Lien Secured Parties on in the Common Collateral. The New Collateral to secure all or any portion of the Excess First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerObligations. (b) The ABL Collateral Second Lien Agent, for and on behalf of itself and the ABL Second Lien Secured Parties, acknowledges and agrees that, prior to or concurrently herewith, the First Lien Agent, for the benefit of itself and the First Lien Secured Parties, has been, or may be, granted Liens upon all of the Collateral in which the Second Lien Agent has been granted Liens and the Second Lien Agent hereby consents thereto. The First Lien Agent, for and on behalf of itself and the First Lien Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Second Lien Collateral Agent, for the benefit of itself and the New First Second Lien Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral First Lien Agent has been granted Liens and the ABL Collateral First Lien Agent hereby consents thereto. The subordination of Liens by the New Second Lien Agent and the First Lien Collateral Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Second Lien Agent’s Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and Agent’s Liens to the Liens of any Additional General Intercreditor Agreement)other Person nor be affected by the subordination of such Liens to any other Lien.

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties Lenders in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral the Term Agent or any New First Lien Secured Parties the Term Lenders in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral the Term Agent (or the ABL Secured Parties Lenders or Term Lenders) in any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the fact that any such Liens in favor of the ABL Agent or the ABL Lenders or the Term Agent or the Term Lenders securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured PartiesTerm Lenders, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Term Agent or the New First Lien Secured Parties any Term Lender that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on Lenders in the Common Collateral; andABL Priority Collateral to secure all or any portion of the ABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party Lender that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Term Agent or any Term Lender in the New First ABL Priority Collateral to secure all or any portion of the Term Obligations; (3) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Lender that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to the Term Agent and the Term Lenders in the Term Priority Collateral to secure all or any portion of the Term Obligations; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Term Agent or any Term Lender that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Lender in the Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties on or the Common Collateral. Term Secured Parties but, for the avoidance of doubt, subject to the provisos in subclauses (b) and (c) of Section 4.1, the priority and rights as between the ABL Secured Parties and the Term Secured Parties with respect to the Collateral shall be as set forth herein. (c) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien Secured Partythe Term Lenders, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Lenders, has been granted Liens upon all of the Collateral in which the Term Agent has been granted Liens and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured PartiesLenders, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Secured PartiesTerm Lenders, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral the Term Agent (or the ABL Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Lenders or the Term Agent or the Term Lenders securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in such ABL Priority Collateral to secure all or any portion of the Common Collateral; andABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Term Agent or any Term Secured Party in such ABL Priority Collateral to secure all or any portion of the New First Term Obligations; (3) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to the Term Agent and the Term Secured Parties in such Term Priority Collateral to secure all or any portion of the Term Obligations; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Common Collateral. Term Agent or any Term Secured Party that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in such Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Secured Parties (but, for the avoidance of doubt, subject to the provisos in subclauses (b) and (c) of Section 4.1), the priority and rights as between the ABL Secured Parties and the Term Secured Parties with respect to the Collateral shall be as set forth herein. (c) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Collateral in which the Term Agent has been granted Liens and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Term Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the other ABL Secured Credit Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral the Term Agent or any New First Lien Secured the other Term Credit Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral the Term Agent (or the other ABL Secured Credit Parties or any of the New First Lien Secured other Term Credit Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the other ABL Credit Parties or the Term Agent or the other Term Credit Parties securing any of the ABL Obligations or Term Obligations, respectively, are contractually subordinated to any Lien securing any obligation of any Loan Party other than the Term Obligations or the ABL Obligations, respectively, the ABL Collateral Agent, on behalf of itself and the other ABL Secured Credit Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured other Term Credit Parties, hereby agree that: (1) any Lien Liens in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of shall have the New First following Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall Priority: First, in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf favor of the ABL Collateral Agent or any other ABL Secured Credit Party that secures all or any portion of the ABL Obligations shall (other than the Excess ABL Obligations); Second, in all respects be senior and prior to all Liens granted to favor of the New First Lien Collateral Term Agent or any other Term Credit Party that secures all or any portion of the New First Term Obligations (other than Excess Term Obligations); Third, in favor of the ABL Agent or any other ABL Credit Party that secures the Excess ABL Obligations; and Fourth, in favor of the Term Agent or any other Term Credit Party that secures the Excess Term Obligations. (2) any Liens in respect of all or any portion of the Term Priority Collateral shall have the following Lien Secured Parties on Priority: First, in favor of the Common Collateral. The New First Lien Collateral AgentTerm Agent or any other Term Credit Party that secures all or any portion of the Term Obligations (other than the Excess Term Obligations); Second, for and on behalf in favor of itself and each New First Lien Secured Party, expressly agrees the ABL Agent or any other ABL Credit Party that secures all or any Lien purported to be granted on any Common Collateral as security for portion of the ABL Obligations shall be deemed to be (other than Excess ABL Obligations); Third, in favor of the Term Agent or any other Term Credit Party that secures the Excess Term Obligations; and shall be deemed to remain senior Fourth, in all respects and prior to all Liens on favor of the Common Collateral securing ABL Agent or any New First Lien Obligations for all purposes regardless of whether other ABL Credit Party that secures the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerExcess ABL Obligations. (b) The ABL Collateral Term Agent, for and on behalf of itself and the other Term Credit Parties, acknowledges and agrees that, prior to or concurrently herewith, the ABL Secured Agent, for the benefit of itself and the other ABL Credit Parties, has been, or may be, granted Liens upon all of the Collateral in which the Term Agent has been granted Liens and the Term Agent hereby consents thereto. The ABL Agent, for and on behalf of itself and the other ABL Credit Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Secured other Term Credit Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’s Liens to the Liens of any other Person nor be affected by the subordination of such Liens to any other Lien. (c) The Lien subordination provisions contained herein relate solely to the priority of Liens granted to the ABL Agent and the Term Agent by the Loan Parties and shall apply only to the extent that the Liens of the New First Lien Collateral ABL Agent or and the New First Lien Secured Term Agent are valid, perfected, and enforceable. It is the ABL Agent’s responsibility to ensure the validity, perfection and enforceability of the Liens granted by the Credit Parties to Liens securing any other Obligations other than the ABL Obligations (subject Agent for the benefit of itself and the ABL Credit Secured Parties. It is the Term Agent’s responsibility to ensure the validity, perfection and enforceability of the Liens granted by the Loan Parties to the First Lien Intercreditor Agreement Term Agent for the benefit of itself and any Additional General Intercreditor Agreement)the Term Credit Parties.

Priority of Liens. Notwithstanding anything else contained herein or in any other Security Document, it is the intent of the parties that: (a) Notwithstanding This Agreement and the other Security Documents create two separate and distinct Liens over the Collateral: (i) the date, time, method, manner, or order of grant, attachment, or perfection of any First Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion favor of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New Trustee, in its capacity as collateral trustee for the First Lien Secured Parties Parties, securing the payment and performance of the First Lien Obligations and (ii) the Second Liens in respect favor of the Collateral Trustee, in its capacity as collateral trustee for the Second Lien Secured Parties, securing the payment and performance of the Second Lien Obligations. (b) Any and all Liens now existing or hereafter created or arising in favor of the Collateral Trustee or any portion of Second Lien Representative securing the Common CollateralSecond Lien Obligations, and regardless of how any such Lien was acquired (acquired, whether by grant, statute, operation of law, subrogation or otherwise)otherwise are expressly junior in priority, (ii) the order operation and effect to any and all Liens now existing or time of filing hereafter created or recordation of any document or instrument for perfecting the Liens arising in favor of the ABL Collateral Agent Trustee or any New First Lien Collateral Agent Representatives securing the First Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Secured Party may now or hereafter be a party, and regardless of the ABL Secured Parties time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the New First Lien Secured Parties) on any Common Collateralforegoing, (iiiii) any provision of the Uniform Commercial Code, the Bankruptcy Code UCC or any applicable law or any First Lien Document or Second Lien Document or any other applicable law, or circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Secured Party securing any of the ABL Documents First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (c) No First Lien Secured Party or Second Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Lien Secured Party or Second Lien Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the New security interests in the Common Collateral granted to the First Lien DocumentsSecured Parties or the Second Lien Secured parties, or (iv) whether the ABL Collateral Agent or any New priority and rights as between the First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of Secured Parties and the Second Lien Secured Parties with respect to the Common Collateral, the ABL Collateral Agent, shall be as set forth herein. (d) Each Second Lien Representative on behalf of itself and the ABL other Second Lien Secured PartiesParties acknowledges that a portion of the First Lien Obligations (i) represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced or repaid and subsequently reborrowed, (ii) represents debt that arises under Hedge Agreements and hence the amount that may be outstanding from time to time may be increased or reduced at any time and that, in each case, the terms of the First Lien Obligations may be modified, extended, supplemented, amended or amended and restated from time to time, and that the New aggregate amount of the First Lien Collateral AgentObligations may be increased, on behalf replaced, renewed or refinanced, in each event, without notice to or consent by any Second Lien Secured Parties and without affecting the provisions hereof. The lien priorities provided in Section 2.3 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of itself and either the New First Lien Secured PartiesObligations or the Second Lien Obligations, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerforegoing. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).

Priority of Liens. Each Credit Party hereby covenants, represents and warrants that, upon the execution of this Agreement and entry of the Interim Order (and when applicable, the Final Order), the Loan Obligations of each Credit Party hereunder and under the Loan Documents: (a) Notwithstanding pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority Claims payable from and have recourse to all pre- and post-petition property of any Credit Party and all proceeds thereof (excluding Avoidance Actions but, subject to entry of the Final Order, including Avoidance Proceeds), subordinated and subject only to the Carve Out to the extent provided in the Orders and any payments or proceeds on account of such Superpriority Claims shall be distributed in accordance with Section 2.19; (b) pursuant to Section 364(c)(2) of the Bankruptcy Code and subject to the Carve Out to the extent provided in the Orders, shall be secured by valid, binding, continuing, enforceable, fully perfected, first-priority security interests and Liens upon all prepetition and postpetition property of the Borrower whether existing on the Petition Date or thereafter acquired (excluding Avoidance Actions but, subject to entry of the Final Order, including Avoidance Proceeds), that, on or as of the Petition Date or the date acquired (if acquired after the Petition Date) is not subject to a properly perfected, valid, enforceable and unavoidable lien; (c) pursuant to Section 364(d)(1) of the Bankruptcy Code and subject only to the Carve Out and the Permitted Prior Liens to the extent provided in the Orders, shall at all times be secured by (i) valid, binding, continuing, enforceable, fully perfected, first priority security interests and Liens upon all Collateral which is Prepetition Collateral (as defined in the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, Interim Order) and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) such Liens shall be prior and senior in all respects to (x) the order security interests and liens in favor of the Prepetition Holders, (y) the Adequate Protection Liens (as defined in the Interim Order) with respect to the Collateral and (z) any security interest in, or time other Lien upon, any Collateral that on the Petition Date was not a properly perfected, valid, enforceable and unavoidable security interest or Lien; (d) pursuant to Section 364(c)(3) of filing the Bankruptcy Code and subject only to the Carve Out, shall be secured by valid, binding, continuing, enforceable, fully perfected, first priority security interests and Liens upon all Collateral that is not Prepetition Collateral (as defined in the Interim Order) and is subject to a valid, properly perfected, non-avoidable senior lien as of the Petition Date (whether such Collateral is in existence on, or recordation created, acquired, arising after, the Petition Date) and such Liens shall be junior to (but only to) properly perfected, valid, unavoidable and enforceable Permitted Prior Liens; (e) shall not be subject or subordinate to or made pari passu with (i) any lien or security interest granted in the Cases or any Successor Case (as defined in the Interim Order) (including any lien or security interest under section 363 or 364 of the Bankruptcy Code granted after the date of the Interim Order) or any Lien or interest avoided and preserved for the benefit of any document or instrument Credit Party pursuant to section 551 of the Bankruptcy Code; (f) for perfecting the avoidance of doubt, the Collateral shall exclude Avoidance Actions, but shall, subject to entry of the Final Order, include Avoidance Proceeds; and (g) each Credit Party hereby confirms and acknowledges that, pursuant to the Interim Order and the Final Order, as applicable, the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon Parties in all of the Common Collateral assets of any Credit Party shall be created and perfected without the recordation or filing in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents theretoany land records or filing offices of any mortgage, assignment or similar instrument. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth granted herein shall not be deemed subject to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations sections 506(c) (subject to entry of a Final Order), 510, 549 or 550 of the First Lien Intercreditor Agreement Bankruptcy Code. Subject to entry of the Final Order, no costs or expenses of administration which have been or may be incurred in the Cases at any time shall be charged against the Administrative Agent, the Lenders, the Prepetition Secured Parties (as defined in the Interim Order) or any of their respective claims, the Collateral, or the Prepetition Collateral (as defined in the Interim Order) pursuant to sections 105 or 506(c) of the Bankruptcy Code, or otherwise, without the prior written consent of the Administrative Agent, the Lenders or the Prepetition Holders, as applicable, and no such consent shall be implied from any Additional General Intercreditor Agreementother action, inaction, or acquiescence by any such agents or lenders. In no event following entry of the Final Order shall the Administrative Agent, the Lenders or the Prepetition Holders be subject to (i) the “equities of the case” exception under section 552(b) of the Bankruptcy Code with respect to proceeds, product, offspring or profits of any Collateral or any Prepetition Collateral, as applicable, or (ii) the equitable doctrine of “marshaling” or any other similar doctrine with respect to the Collateral, the Loan Obligations, the Pre-Petition Notes Obligations, or the Prepetition Collateral (as defined in the Interim Order), as the case may be. Except for the Carve Out, the Superpriority Claims shall at all times be senior to the rights of any Credit Party, any chapter 11 trustee and, subject to section 726 of the Bankruptcy Code, any chapter 7 trustee, or any other creditor (including, without limitation, prepetition counterparties and other post-petition creditors) in the Cases or any subsequent proceedings under the Bankruptcy Code, including, without limitation, any chapter 7 case (if any of the Cases are converted to a case under chapter 7 of the Bankruptcy Code).

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Revolving Credit Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) or of any Liens granted to any New First Lien the Note Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, Secured HY Collateral (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Revolving Secured Parties or the Secured HY Note Holders in any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Revolving Loan Documents or any of the New First Lien Secured HY Documents, or (iv) whether the ABL Collateral Revolving Credit Agent or any New First Lien the Note Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the ABL date on which the proceeds of the Revolving Debt or the Secured HY Debt are advanced or made available to the Loan Parties (vi) the fact that any such Liens in favor of either Party securing any of the Revolving Debt or Secured HY Debt, respectively, are equitably subordinated, voided, avoided, invalidated or lapsed, or (vii) on account of any other circumstance whatsoever, the Revolving Credit Agent, on behalf of itself and the Revolving Secured Parties, and the Note Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured PartiesHY Note Holders, hereby agree agrees that: (1) any Lien in respect of all or any portion of the Common Shared Collateral now or hereafter held by or on behalf of the New First Lien Note Collateral Agent or the New First Lien any Secured Parties HY Note Holders that secures all or any portion of the New First Lien Obligations Secured HY Debt shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Revolving Credit Agent and the ABL Revolving Secured Parties on the Common Collateral; andShared Collateral to the extent (but only to the extent) the Revolving Debt does not exceed the Maximum Revolving Debt Amount; (2) any Lien in respect of all or any portion of the Common Shared Collateral now or hereafter held by or on behalf of the ABL Collateral Revolving Credit Agent or any ABL Revolving Secured Party that secures all or any portion of the ABL Obligations Revolving Debt up to (but not exceeding) the Maximum Revolving Debt Amount, shall in all respects be senior and prior to all Liens granted to the New First Lien Note Collateral Agent or the New First Lien any Secured Parties HY Note Holder on the Common Shared Collateral. The New First ; (3) any Lien in respect of all or any portion of the Shared Collateral Agent, for and now or hereafter held by or on behalf of itself and each New First Lien the Revolving Credit Agent or any Revolving Secured Party, expressly agrees Party that any Lien purported to be granted on any Common Collateral as security for secures Revolving Debt which exceeds the ABL Obligations Maximum Revolving Debt Amount shall be deemed to be and shall be deemed to remain senior in all respects be junior and subordinate to all Liens granted to the Note Collateral Agent and the Secured HY Note Holders on the Shared Collateral; (4) any Lien in respect of all or any portion of the Shared Collateral now or hereafter held by or on behalf of the Note Collateral Agent or any Secured HY Note Holder shall, except as provided in clause 5 hereof, in all respects be senior and prior to all Liens granted to the Revolving Credit Agent or any Revolving Secured Party on the Common Shared Collateral securing that secures Revolving Debt in excess of the Maximum Revolving Debt Amount; (5) any New First Lien Obligations for in respect of all purposes regardless or any portion of whether the Lien purported Collateral which does not constitute Shared Collateral now or hereafter held by or on behalf of the Revolving Credit Agent or any Revolving Secured Party that secures all or any portion of the Revolving Debt shall in all respects be senior and prior to be granted is found all rights of the Note Collateral Agent or any Secured HY Note Holders thereto without regard to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerthe Maximum Revolving Debt Amount. (b6) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all As of the Common Collateral in which date hereof, neither the ABL Note Collateral Agent nor any Secured HY Note Holder has been granted Liens and any Lien on “Excluded Assets (as defined in the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor Indenture), including, without limitation, on any portion of the ABL Collateral Agent Real Property which constitutes a “Principal Property” (as set forth herein shall not be deemed to subordinate defined in the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor AgreementQUIBs Indenture).

Priority of Liens. (a) Notwithstanding (i) anything else contained herein or in any other ABL Security Document or Cash Flow Collateral Security Document, and notwithstanding the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of any Liens granted to securing the ABL Collateral Agent Obligations or the ABL Secured Parties in respect of all or any portion of Cash Flow Collateral Obligations granted on the Common Collateral or of any Liens securing the ABL Obligations or the Cash Flow Collateral Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any ABL Debt or any Series of Cash Flow Collateral Debt or the time of incurrence of any other ABL Obligation or Cash Flow Collateral Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the ABL Obligations or the Cash Flow Collateral Obligations, the subordination of such Liens to any New First Lien Collateral Agent other Liens, or any New First Lien Secured Parties in respect of all other circumstance whatsoever, whether or not any portion Insolvency or Liquidation Proceeding has been commenced against any Credit Party, it is the intent of the Common Collateralparties that, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument parties hereto agree for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or themselves and the ABL Secured Parties or any of the New First Lien and Cash Flow Collateral Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree Parties represented by them that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf the Cash Flow Collateral Representative for the benefit of the New First Lien Cash Flow Collateral Agent or the New First Lien Secured Parties or held by any Cash Flow Collateral Secured Party that secures all or any portion of the New First Lien Obligations shall any Cash Flow Collateral Obligations, in all respects be junior each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject and subordinate to all any Liens granted to on ABL Priority Collateral securing the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; andObligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf the ABL Agent for the benefit of the ABL Collateral Agent Secured Parties or held by any ABL Secured Party that secures all or any portion of the ABL Obligations shall Obligations, in all respects be each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are senior and prior to all any Liens granted to the New First Lien on ABL Priority Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien securing Cash Flow Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that Obligations; (3) any Lien purported to be granted on in respect of all or any Common portion of the Cash Flow Priority Collateral as security for held by the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, Agent for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the Secured Parties or held by any ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor Secured Party that secures all or any portion of the ABL Obligations, in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject and subordinate to any Liens on Cash Flow Priority Collateral Agent as set forth herein shall not be deemed to subordinate securing the respective Liens Cash Flow Collateral Obligations; and (4) any Lien in respect of all or any portion of the New First Lien Cash Flow Priority Collateral Agent or held by the New First Lien Cash Flow Collateral Representative for the benefit of the Cash Flow Collateral Secured Parties or held by any Cash Flow Collateral Secured Party that secures all or any portion of any Cash Flow Collateral Obligations in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are senior and prior to any Liens on Cash Flow Priority Collateral securing any other Obligations other than ABL Obligations. Lien priority as among the ABL Obligations (and the Cash Flow Collateral Obligations with respect to any Collateral will be governed solely by this Agreement. For the avoidance of doubt, in the event that any ABL Secured Party or Cash Flow Collateral Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the First Lien Intercreditor terms of this Agreement and any Additional General Intercreditor Agreementfor all purposes hereof (including the priority of Liens).

Priority of Liens. (a) Notwithstanding (i) anything else contained herein or in any other Security Document, and notwithstanding the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of any Liens securing the Parity Lien Debt Obligations granted to on the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens securing the Priority Lien Debt Obligations granted to on the Collateral and notwithstanding any New First provision of the UCC, the time of incurrence of any Series of Priority Lien Collateral Agent Debt or Series of Parity Lien Debt or any New First other applicable law or the Parity Lien Debt Documents or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Debt Obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Borrower or any Guarantor, it is the intent of the parties that, and the parties hereby agree that: (1) this Agreement and the other Security Documents create two separate and distinct Trust Estates and Liens: (i) the Senior Trust Estate and Priority Lien securing the payment and performance of the Priority Lien Debt Obligations and (ii) the Junior Trust Estate and Parity Lien securing the payment and performance of the Parity Lien Debt Obligations; and (2) any Liens on Collateral securing the Parity Lien Debt Obligations now or hereafter held by the Collateral Trustee for the benefit of the Parity Lien Secured Parties or held by any Parity Lien Secured Party, in respect of all or any portion of the Common Collateraleach case, and regardless of how any such Lien was acquired (whether by grant, possession, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior are subject and subordinate to all any Liens granted on Collateral securing the Priority Lien Debt Obligations. For the avoidance of doubt, in the event that any holder of Parity Lien Debt Obligations becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect terms of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations this Agreement for all purposes regardless hereof (including the priority of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor AgreementLiens).

Priority of Liens. (a) Notwithstanding Subject to the order of application of proceeds set forth in sub clauses (b) and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Term Agent (or the ABL Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Secured Parties or any Term Agent or the Term Secured Parties securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and each of the New First Lien Collateral AgentTerm Agents, on behalf of itself and the New First Lien relevant Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral any Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in such ABL Priority Collateral to secure all or any portion of the Common Collateral; andABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral any Term Agent or any Term Secured Party in such ABL Priority Collateral to secure all or any portion of the New First Term Obligations; (3) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to any Term Agent and the Term Secured Parties in such Term Priority Collateral to secure all or any portion of the Term Obligations; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of any Term Agent or any Term Secured Party that secures all or any portion of the Common Collateral. The New First Lien Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in such Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Secured Parties (but, for the avoidance of doubt, subject to the order of application of proceeds set forth in sub clauses (b) and (c) of Section 4.1 hereof), the priority and rights as between the ABL Secured Parties and the Term Secured Parties with respect to the Collateral shall be as set forth herein. (c) Each Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties represented by such Term Agent, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Collateral (other than any Term Exclusive Collateral) in which the Term Agents have been granted Liens and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agents hereby consent thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral each Term Agent, for the benefit of itself and the New First Lien Term Secured PartiesParties represented by such Term Agent, has been been, or may be, granted Liens upon all of the Common Collateral (other than any ABL Exclusive Collateral) in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agents and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate any Term Agent’s or the respective ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Subordinated Lien Collateral Agent (or the ABL Secured Parties or any of the New First Subordinated Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Subordinated Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Subordinated Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien CF Collateral Agent, on behalf of itself the CF Secured Parties and the New First Lien Bonds Collateral Agent, on, on behalf of itself and the Bonds Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First any Subordinated Lien Collateral Agent or the New First any Subordinated Lien Secured Parties Party that secures all or any portion of the New First Subordinated Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First any Subordinated Lien Collateral Agent or the New First Subordinated Lien Secured Parties Party on the Common Collateral. The New First Each Subordinated Lien Collateral Agent, for and on behalf of itself and each New First applicable Subordinated Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Subordinated Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien CF Collateral Agent, for the benefit of itself and the New First Lien CF Secured Parties, has and the Bonds Collateral Agent, for the benefit of itself and the Bonds Secured Parties, have each been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Subordinated Lien Collateral Agent Agents in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Subordinated Lien Collateral Agent Agents or the New First Subordinated Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).

Priority of Liens. (a) Notwithstanding (i) anything to the datecontrary arising from any note, timeagreement, method, mannerinstrument, or order of grantdocument now or hereafter executed and delivered by Surety, attachmentany Lender, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all Lender Party, any Indemnitors or any portion Foreign Subsidiary in connection with any Surety Loss or Lender Debt, including without limitation, the terms and conditions of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial CodeLender Credit Documents, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Surety Credit Documents, or (iv) whether the ABL Collateral Agent any promissory note, security agreement, guaranty agreement, or mortgage executed and delivered by Indemnitors, or any New First Lien Collateral Agent, instrument or document executed and delivered in each case, either directly or through agents, holds possession ofconnection therewith, or has control overotherwise, all any prior perfection of a Lien, or any part the provisions of the Common CollateralUCC, or other law of any jurisdiction which is applicable, or the ABL Collateral Agentexistence of any present or future filing of financing statements under the UCC or other law of any jurisdiction which is applicable, or other filings or recordings under any other law of any jurisdiction which is applicable or in which such filing or recording has been made, Lender Agent on behalf of itself Lender Parties and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby Surety agree that: (1i) any Lien Subject in respect of all or any portion cases to the provisions set forth in Section 8, (y) the priorities of the Common Liens of Surety in the Surety Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects securing Surety Loss will be senior and prior to all the Liens granted of Lender Agent for the benefit of Lender Parties at any time obtained in the Surety Priority Collateral to secure Lender Debt, and (z) in the event of any bankruptcy proceedings or any receivership, assignment for the benefit of creditors, liquidation, readjustment, merger, consolidation, amalgamation, reorganization, arrangement, or other similar proceedings in connection therewith, relative to any Indemnitor or to the New First Lien property of any thereof, and in the event of any proceedings for voluntary liquidation, dissolution, or other winding up of any of Indemnitors, whether or not involving insolvency or bankruptcy, Surety will be entitled to receive the proceeds of Surety Priority Collateral for application to Surety Loss before any Lender Party will be entitled to receive any such proceeds for application to Lender Debt and furthermore, Lender Agent or will not be entitled to receive any of the New First Lien Secured Parties on proceeds of Surety Priority Collateral until no Bonds remain outstanding (and Surety reasonably determines that it has no exposure under any Bond). (ii) Subject in all cases to the Common Collateral. The New First Lien Collateral Agentprovisions set forth in Section 8, for and on behalf (y) the priorities of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security the Liens of Lender Agent for the ABL Obligations shall benefit of Lender Parties in the Lender Priority Collateral securing Lender Debt will be deemed to be and shall be deemed to remain senior in all respects and prior to any Permitted Surety Liens that Surety obtains at any time in the Lender Priority Collateral to secure Surety Loss, and (z) in the event of any bankruptcy proceedings or any receivership, assignment for the benefit of creditors, liquidation, readjustment, merger, consolidation, amalgamation, reorganization, arrangement, or other similar proceedings in connection therewith, relative to any Indemnitor or to the property of any thereof, and in the event of any proceedings for voluntary liquidation, dissolution, or other winding up of any of Indemnitors, whether or not involving insolvency or bankruptcy, the Lender Parties will be entitled to receive the proceeds of Lender Priority Collateral for application to Lender Debt before Surety will be entitled to receive any such proceeds for application to Surety Loss and furthermore, Surety will not be entitled to receive any of the proceeds of Lender Priority Collateral until all Liens on obligations of the Common Collateral securing Lender Parties have been satisfied, any New First Lien Obligations for all purposes regardless outstanding letters of whether credit have been terminated and no commitments remain outstanding, under the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, Lender Credit Documents (and Lenders acknowledge that nothing in this paragraph or this Agreement constitutes a fraudulent conveyance or legally or otherwise deficient in restriction of Surety’s existing rights under any mannerletter of credit). (b) The ABL Collateral AgentNotwithstanding the foregoing or any provision in this Agreement, for or any other Agreement between Surety and on behalf any Lender Party, in the event Surety does not hold a valid, non-avoidable, perfected, and enforceable Lien in the Surety Priority Collateral, then the subordination of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, Liens of Lender Agent for the benefit of itself and Lender Parties in the New First Lien Secured Surety Priority Collateral will not be effective on any date with respect to any part of the Surety Priority Collateral, in which Lender Agent for the benefit of Lender Parties, but not Surety, holds on such date, a valid, non-avoidable, perfected, and enforceable Lien. Provided, however, the foregoing will not serve to diminish, abridge, or otherwise adversely affect the equitable subrogation rights of Surety, subject to Section 8. Lender Agent agrees that it will not perfect any security interest in any Bonded Contracts, Accounts, Bonded Contract Balances, and other items of Surety Priority Collateral that may be governed or effected by the Contracts Dispute Act, 41 U.S.C. §601 et. seq. and/or any Federal Acquisition Regulations without the written consent of Surety in its sole and absolute discretion. (c) Surety acknowledges and agrees that it has been granted no rights with respect to, or Liens upon all on, the Lender Priority Collateral and covenants that it will not obtain any such rights or Liens in the future; provided, however, that the foregoing will not limit any such rights or Liens that Surety may obtain (i) as a judgment creditor pursuant to a court order in any judicial proceedings; (ii) as a result of equitable subrogation; or (iii) pursuant to a court order in any insolvency, bankruptcy, or similar proceedings (collectively, the Common Collateral “Permitted Surety Liens”). (d) Notwithstanding the foregoing or any provision in which this Agreement, or any other agreement between Lender Agent and Surety, in the ABL Collateral event Lender Agent has been granted Liens or any of Lenders do not hold a valid, perfected, and enforceable Lien in the ABL Collateral Agent hereby consents thereto. The Lender Priority Collateral, then the subordination of Liens by the New First Lien Collateral Agent in favor Surety will not be effective on any date with respect to any part of the ABL Lender Priority Collateral in which Surety, but not Lender Agent or Lenders, holds on such date a valid, non-avoidable, perfected, and enforceable Lien. Moreover, nothing herein will require any Lender Party to turn over to Surety any amounts or assets (exclusive of any Surety Priority Collateral) received by it as adequate protection of its junior security interest in the Surety Priority Collateral in any insolvency, bankruptcy, or similar proceeding and Surety will not be entitled to receive any of the proceeds of Lender Priority Collateral until all obligations of the Lender Parties have been satisfied, and no commitments remain outstanding, under the Lender Credit Documents. Lender Agent on behalf of Lender Parties agrees to not instigate, promote, institute, cooperate, or join as a party in the institution of any action, suit, or proceeding seeking to challenge the validity, enforceability, amount, or priority of Liens of Surety in the Surety Priority Collateral securing Surety Loss unless agreed to by Surety or required by law or judicial order. Lender Agent on behalf of Lender Parties further agrees that it has no right and it will not challenge the manner in which Surety handles any claim under any Bond, including, but not limited to, any decision by Surety whether to litigate, settle, or pay any claim (or settlement or resolution with any Obligee as to any Bonded Contract Balances) and/or assert any defenses, set forth herein shall offs, back charges, etc. with respect to any claim; any such determination with respect to any claim will be made by Surety in its sole and absolute discretion. The foregoing will not be deemed to subordinate modify the respective provisions of Section 7 with respect to the use and sharing of Identified Equipment, Licensed Property, and Records. Surety agrees not to instigate, promote, institute, cooperate, or join as a party in the institution of any action, suit, or proceeding seeking to challenge the validity, enforceability, amount, or priority of the Liens of any Lender Party securing the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Lender Debt.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral the Term Agent (or the ABL Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to any of the Loan Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Secured Parties or the Term Agent or the Term Secured Parties securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in such ABL Priority Collateral to secure all or any portion of the Common Collateral; andABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Term Agent or any Term Secured Party in such ABL Priority Collateral to secure all or any portion of the New First Term Obligations; (3) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to the Term Agent and the Term Secured Parties in such Term Priority Collateral to secure all or any portion of the Term Obligations; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Common Collateral. Term Agent or any Term Secured Party that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in such Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Secured Parties, the priority and rights as between the ABL Secured Parties and the Term Secured Parties with respect to the Collateral shall be as set forth herein. (c) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Collateral in which the Term Agent has been granted Liens and shall be deemed to remain senior in all respects the Term Agent, for and prior to all Liens on behalf of itself and the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly grantedTerm Secured Parties, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Term Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent Agent, for and on behalf of itself and the ABL Secured Parties, hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Intercreditor Collateral or of any Liens granted to any New First Lien the CF Collateral Agent or any New First Lien CF Secured Parties in respect of all or any portion of the Common Intercreditor Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien the CF Collateral Agent (or the ABL Secured Parties or any of the New First Lien CF Secured Parties) on any Common Intercreditor Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien CF Documents, or (iv) whether the ABL Collateral Agent or any New First Lien the CF Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Intercreditor Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien CF Collateral Agent, on behalf of itself and the New First Lien CF Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Intercreditor Collateral now or hereafter held by or on behalf of the New First Lien CF Collateral Agent or the New First Lien any CF Secured Parties Party that secures all or any portion of the New First Lien CF Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Intercreditor Collateral; and (2) any Lien in respect of all or any portion of the Common Intercreditor Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien CF Collateral Agent or the New First Lien any CF Secured Parties Party on the Common Intercreditor Collateral. The New First Lien CF Collateral Agent, for and on behalf of itself and each New First Lien applicable CF Secured Party, expressly agrees that any Lien purported to be granted on any Common Intercreditor Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Intercreditor Collateral securing any New First Lien CF Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien CF Collateral Agent, for the benefit of itself and the New First Lien CF Secured Parties, has been granted Liens upon all of the Common Intercreditor Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien CF Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien CF Collateral Agent or the New First Lien CF Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Obligations.

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties Lenders in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral the Term Agent or any New First Lien Secured Parties the Term Lenders in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral the Term Agent (or the ABL Secured Parties Lenders or Term Lenders) in any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured PartiesTerm Lenders, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Term Agent or the New First Lien Secured Parties any Term Lender that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on Lenders in the Common Collateral; andABL Priority Collateral to secure all or any portion of the ABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party Lender that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Term Agent or any Term Lender in the New First ABL Priority Collateral to secure all or any portion of the Term Obligations; (3) any Lien Secured in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Lender that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to the Term Agent and the Term Lenders in the Term Priority Collateral to secure all or any portion of the Term Obligations; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Term Agent or any Term Lender that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Lender in the Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) The Parties agree that their respective rights in the Shared Collateral are of equal priority. Any amounts received on account of the Common Collateral. Shared Collateral shall be distributed to the Parties pro rata based upon the then outstanding amount of ABL Obligations and Term Obligations. (c) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien Secured Partythe Term Lenders, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Lenders, has been granted Liens upon all of the Collateral in which the Term Agent has been granted Liens and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured PartiesLenders, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Secured PartiesTerm Lenders, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of of, or any defect or deficiency in, or failure to perfect, any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or for the benefit of the ABL Secured Parties or any Term Agent for the benefit of the New First Lien Term Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral each Term Agent, on behalf of itself and the New First Lien applicable Term Secured Parties, hereby agree thatthat the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Priority Collateral Agent and the securing any ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion agent or trustee therefor, regardless of the ABL Obligations how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects be senior and prior to any Lien now or hereafter held by any Term Secured Party on the ABL Priority Collateral securing any Term Obligations; and (2) any Lien on the Term Priority Collateral securing any Term Obligations now or hereafter held by or on behalf of any Term Agent, any Term Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Liens granted to now or hereafter held by the New First Lien Collateral Agent or the New First Lien ABL Secured Parties on the Common Collateral. The New First Lien Term Priority Collateral securing any ABL Obligations. (b) Each Term Agent, for and on behalf of itself and each New First Lien the applicable Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the other ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Term Priority Collateral and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) each Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral each Term Agent, for the benefit of itself and the New First Lien other Term Secured PartiesParties represented by it, has been been, or may be, granted Liens upon all of the Common ABL Priority Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by each Term Agent and the New First Lien Collateral ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate any Term Agent’s Liens or the respective ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Senior Lien Secured Parties in respect of all or any portion of the Common Collateral, Collateral or of any Liens granted to the Junior Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Senior Lien Agent or any New First the Junior Lien Collateral Agent (or the ABL Senior Lien Secured Parties or any of the New First Junior Lien Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code PPSA, Mortgages Act, Debtor Relief Laws or any other applicable law, or of any of the ABL Senior Lien Documents or any the Junior Lien Documents (in each case, other than the provisions of the New First Lien Documentsthis Agreement), or (iv) whether the ABL Collateral Senior Lien Agent or any New First the Junior Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the ABL Collateral date on which the Senior Lien Obligations or the Junior Lien Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the Senior Lien Agent or the other Senior Lien Lenders or the Junior Lien Agent or the other Junior Lien Lenders securing any of the Senior Lien Obligations or Junior Lien Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Junior Lien Obligations or the Senior Lien Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the Senior Lien Agent, on behalf of itself and the ABL Senior Lien Secured Parties, and the New First Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Junior Lien Collateral Agent or the New First any Junior Lien Secured Parties Party that secures all or any portion of the New First Junior Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Senior Lien Agent and the ABL other Senior Lien Secured Parties on in the Common CollateralCollateral to secure all or any portion of the Senior Lien Obligations; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party that secures all or any portion of the ABL Senior Lien Obligations shall in all respects be senior and prior to all Liens granted to the New First Junior Lien Collateral Agent or the New First any Junior Lien Secured Parties on Party in the Common Collateral. The New First Collateral to secure all or any portion of the Junior Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerObligations. (b) Notwithstanding any failure by any Senior Lien Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the Senior Lien Secured Parties, the priority and rights as between the Senior Lien Secured Parties and the Junior Lien Secured Parties with respect to the Collateral shall be as set forth herein. (c) The ABL Collateral Junior Lien Agent, for and on behalf of itself and the ABL Junior Lien Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Senior Lien Collateral Agent, for the benefit of itself and the New First Senior Lien Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Junior Lien Agent has been granted Liens and the ABL Junior Lien Agent hereby consents thereto. The Senior Lien Agent, for and on behalf of itself and the Senior Lien Secured Parties, acknowledges and agrees that, concurrently herewith, the Junior Lien Agent, for the benefit of itself and the Junior Lien Secured Parties, has been, or may be, granted Liens upon all of the Collateral in which the Senior Lien Agent has been granted Liens and the Senior Lien Agent hereby consents thereto. The subordination of Liens by the New First Junior Lien Collateral Agent in favor of the ABL Collateral Senior Lien Agent as set forth herein shall not be deemed to subordinate the respective Junior Lien Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than Person. With respect to any Deed of Hypothec held by the ABL Obligations (subject Junior Lien Agent, the Junior Lien Agent hereby cedes priority and preference of rank of its Liens to the First Senior Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).Agent’s Liens to give effect to the provisions of this Section 2.1

Priority of Liens. Subject to the order of application of proceeds set forth in sub-clauses (ab) Notwithstanding and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or Collateral, of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral or of any Liens granted to the Junior Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent, the Term Agent or any New First Lien Collateral Junior Agent (or the ABL Secured Parties, Term Secured Parties or any of the New First Lien Junior Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents, the Term Documents or any of the New First Lien Junior Documents, or (iv) whether the ABL Collateral Agent, the Term Agent or any New First Lien Collateral Junior Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations, the Term Obligations or the Junior Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Lenders, the Term Agent or the Term Lenders or any Junior Agent or any Junior Lenders securing any of the ABL Obligations, Term Obligations or Junior Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations (in the case of the ABL Obligations), the ABL Collateral Obligations (in the case of the Term Obligations) or the Senior Obligations (in the case of the Junior Obligations), respectively, or (y) otherwise subordinated, unperfected, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured PartyJunior Agent that becomes a party to this Agreement, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Junior Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).represented thereby, hereby agree that:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Intercreditor Collateral or of any Liens granted to any New First Lien the Notes Collateral Agent or any New First Lien Notes Secured Parties in respect of all or any portion of the Common Intercreditor Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien the Notes Collateral Agent (or the ABL Secured Parties or any of the New First Lien Notes Secured Parties) on any Common Intercreditor Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Notes Documents, or (iv) whether the ABL Collateral Agent or any New First Lien the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Intercreditor Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Notes Collateral Agent, on behalf of itself and the New First Lien Notes Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Intercreditor Collateral now or hereafter held by or on behalf of the New First Lien Notes Collateral Agent or the New First Lien any Notes Secured Parties Party that secures all or any portion of the New First Lien Notes Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Intercreditor Collateral; and (2) any Lien in respect of all or any portion of the Common Intercreditor Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Notes Collateral Agent or the New First Lien any Notes Secured Parties Party on the Common Intercreditor Collateral. The New First Lien Notes Collateral Agent, for and on behalf of itself and each New First Lien applicable Notes Secured Party, expressly agrees that any Lien purported to be granted on any Common Intercreditor Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Intercreditor Collateral securing any New First Lien Notes Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Notes Collateral Agent, for the benefit of itself and the New First Lien Notes Secured Parties, has been granted Liens upon all of the Common Intercreditor Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Notes Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Notes Collateral Agent or the New First Lien Notes Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Obligations.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien the Term Collateral Agent or any New First Lien Term Loan Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien the Term Collateral Agent (or the ABL Secured Parties or any of the New First Lien Term Loan Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Code, any other Bankruptcy Law or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Loan Documents, or (iv) whether the ABL Collateral Agent or any New First Lien the Term Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, or (v) any defect or deficiencies in, or failure to perfect, or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction, of the Liens securing the ABL Obligations or Term Loan Obligations or any other circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Term Collateral Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, hereby agree that: (1i) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Priority Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral , whether now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations Obligations, shall in all respects be senior and prior to all Liens granted to the New First Lien Term Collateral Agent or the New First Lien Term Loan Secured Parties on the Common ABL Priority Collateral. The New First ; and (ii) any Lien Collateral Agentin respect of all or any portion of the Term Priority Collateral, for and whether now or hereafter held by or on behalf of itself and each New First Lien the Term Collateral Agent or any Term Loan Secured PartyParty that secures all or any portion of the Term Loan Obligations, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects be senior and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported granted to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and or any ABL Secured Party on the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Term Priority Collateral.

Priority of Liens. (a) Notwithstanding Subject to the proviso in subclause (b) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Lenders in respect of all or any portion of the ABL Collateral or of any Liens granted to the Shared Collateral Agents or the Shared Collateral Secured Parties in respect of all or any portion of the Common ABL Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien the Shared Collateral Agent Agents (or ABL Lenders or the ABL Secured Parties or any of the New First Lien Shared Collateral Secured Parties) on in any Common ABL Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Shared Collateral Documents, or (iv) whether the ABL Collateral Agent or any New First Lien the Shared Collateral AgentAgents, in each case, either directly or through agents, holds hold possession of, or has have control over, all or any part of the Common ABL Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, and the New First Lien Shared Collateral Agent, on behalf of itself and the New First Lien applicable Shared Collateral Secured Parties, hereby agree thatagrees that prior to the Discharge of ABL Obligations: (1) any Lien in respect of all or any portion of the Common ABL Collateral now or hereafter held by or on behalf of the New First Lien Shared Collateral Agent Agents or the New First Lien any Shared Collateral Secured Parties Party that secures all or any portion of the New First Lien Shared Collateral Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties Lenders on the Common ABL Collateral; and (2) any Lien in respect of all or any portion of the Common ABL Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party Lender that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Shared Collateral Agent Agents or the New First Lien any Shared Collateral Secured Parties Party on the Common ABL Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, (i) the New First Lien Shared Collateral AgentAgents, for the benefit of itself and the New First Lien Shared Collateral Secured Parties, has have been granted Liens upon all of the Common ABL Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents theretothereto and (ii) the Shared Collateral Agents, for and behalf of themselves and the Shared Collateral Secured Parties, have been granted Liens in the Xxxxxxxx Collateral and neither the ABL Agent nor the ABL Secured Parties shall have a Lien on or a security interest in the Xxxxxxxx Collateral. The subordination of Liens by the New First Lien Shared Collateral Agent Agents in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the Shared Collateral Agents’ respective Liens on the ABL Collateral to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding Subject to the order of application of proceeds set forth in sub-clauses (b) and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Term Agent (or the ABL Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Secured Parties or any Term Agent or the Term Secured Parties securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and each of the New First Lien Collateral AgentTerm Agents, on behalf of itself and the New First Lien relevant Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral any Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in such ABL Priority Collateral to secure all or any portion of the Common Collateral; andABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral any Term Agent or any Term Secured Party in such ABL Priority Collateral to secure all or any portion of the New First Term Obligations; (3) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to any Term Agent and the Term Secured Parties in such Term Priority Collateral to secure all or any portion of the Term Obligations; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of any Term Agent or any Term Secured Party that secures all or any portion of the Common Collateral. The New First Lien Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in such Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Secured Parties (but, for the avoidance of doubt, subject to the order of application of proceeds set forth in sub-clauses (b) and (c) of Section 4.1 hereof), the priority and rights as between the ABL Secured Parties and the Term Secured Parties with respect to the Collateral shall be as set forth herein. (c) Each Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties represented by such Term Agent, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Collateral (other than any Term Exclusive Collateral) in which the Term Agents have been granted Liens and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agents hereby consent thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral each Term Agent, for the benefit of itself and the New First Lien Term Secured PartiesParties represented by such Term Agent, has been been, or may be, granted Liens upon all of the Common Collateral (other than any ABL Exclusive Collateral) in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agents and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate any Term Agent’s or the respective ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent Revolving Lender or the ABL Revolving Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral the Term Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent Revolving Lender or any New First Lien Collateral the Term Agent (or the ABL Revolving Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Revolving Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent Revolving Lender or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the ABL Collateral date on which the Revolving Obligations or the Term Obligations are advanced or made available to the Loan Parties, the Revolving Lender, on behalf of itself and the Revolving Secured Parties, and the Term Agent, on behalf of itself and the ABL Term Secured Parties, and (vi) the New First Lien Collateral Agent, on behalf fact that any such Liens in favor of itself and the New First Lien Revolving Lender or the Term Agent (or Revolving Secured Parties or Term Secured Parties) are (A) subordinated (to the extent permitted hereunder) to any Lien securing any obligation of any Loan Party other than the applicable Revolving Obligations or Term Obligations, as the case may be, or (B) otherwise subordinated, voided, avoided, invalidated or lapsed, hereby agree that: (1) any Lien in respect of all or any portion of the Common Revolving Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent Revolving Lender and the ABL Revolving Secured Parties on in the Common Collateral; andRevolving Priority Collateral to secure all or any portion of the Revolving Obligations (other than the Excess Revolving Obligations); (2) any Lien in respect of all or any portion of the Common Revolving Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent Revolving Lender or any ABL Revolving Secured Party that secures all or any portion of the ABL Revolving Obligations (other than the Excess Revolving Obligations) shall in all respects be senior and prior to all Liens granted to the Term Agent or any Term Secured Party in the Revolving Priority Collateral to secure all or any portion of the Term Obligations; (3) any Lien in respect of all or any portion of the Revolving Priority Collateral now or hereafter held by or on behalf of the Revolving Lender or any Revolving Secured Party that secures all or any portion of the Excess Revolving Obligations shall in all respects be junior and subordinate to all Liens granted to the Term Agent or any Term Secured Party in the Revolving Priority Collateral to secure all or any portion of the Term Obligations (other than the Excess Term Obligations); (4) any Lien in respect of all or any portion of the Revolving Priority Collateral now or hereafter held by or on behalf of the Term Agent or any Term Secured Party that secures all or any portion of the Term Obligations (other than Excess Term Obligations) shall in all respects be senior and prior to all Liens granted to the Revolving Lender and the Revolving Secured Parties in the Revolving Priority Collateral to secure all or any portion of the Excess Revolving Obligations; (5) any Lien in respect of all or any portion of the Revolving Priority Collateral now or hereafter held by or on behalf of the Term Agent or any Term Secured Party that secures all or any portion of the Excess Term Obligations shall in all respects be junior and subordinate to all Liens granted to the Revolving Lender and the Revolving Secured Parties in the Revolving Priority Collateral to secure all or any portion of the Excess Revolving Obligations; (6) any Lien in respect of all or any portion of the Revolving Priority Collateral now or hereafter held by or on behalf of the Revolving Lender or any Revolving Secured Party that secures all or any portion of the Excess Revolving Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Term Agent or any Term Secured Party in the New First Revolving Priority Collateral to secure all or any portion of the Excess Term Obligations; (7) any Lien Secured Parties on in respect of all or any portion of the Common Collateral. The New First Lien Term Priority Collateral Agent, for and now or hereafter held by or on behalf of itself and each New First Lien the Revolving Lender or any Revolving Secured Party, expressly agrees Party that secures all or any Lien purported to be granted on any Common Collateral as security for portion of the ABL Revolving Obligations shall be deemed to be and shall be deemed to remain senior in all respects be junior and subordinate to all Liens granted to the Term Agent and the Term Secured Parties in the Term Priority Collateral to secure all or any portion of the Term Obligations (other than the Excess Term Obligations); (8) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Term Agent or any Term Secured Party that secures all or any portion of the Term Obligations (other than the Excess Term Obligations) shall in all respects be senior and prior to all Liens granted to the Revolving Lender or any Revolving Secured Party in the Term Priority Collateral to secure all or any portion of the Revolving Obligations; (9) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Common Term Agent or any Term Secured Party that secures all or any portion of the Excess Term Obligations shall in all respects be junior and subordinate to all Liens granted to the Revolving Lender or any Revolving Secured Party in the Term Priority Collateral securing to secure all or any New First portion of the Revolving Obligations (other than Excess Revolving Obligations); (10) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Revolving Lender or any Revolving Secured Party that secures all or any portion of the Revolving Obligations for (other than Excess Revolving Obligations) shall in all purposes regardless respects be senior and prior to all Liens granted to the Term Agent and the Term Secured Parties in the Term Priority Collateral to secure all or any portion of whether the Excess Term Obligations; (11) any Lien purported in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Revolving Lender or any Revolving Secured Party that secures all or any portion of the Excess Revolving Obligations shall in all respects be junior and subordinate to all Liens granted to the Term Agent and the Term Secured Parties in the Term Priority Collateral to secure all or any portion of the Excess Term Obligations; and (12) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Term Agent or any Term Secured Party that secures all or any portion of the Excess Term Obligations shall in all respects be senior and prior to all Liens granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance the Revolving Lender or legally any Revolving Secured Party in the Term Priority Collateral to secure all or otherwise deficient in any mannerportion of the Excess Revolving Obligations. (b) The ABL Each of the Loan Parties hereby covenants and agrees, upon the request of the Term Agent or the Revolving Lender, that it shall (1) promptly (and in any event no later than 30 days after the date of such request) establish separate Term Loan Priority Accounts and Revolving Priority Accounts and segregate the proceeds of the Term Priority Collateral Agentand the proceeds of the Revolving Priority Collateral and (2) thereafter, for deposit proceeds of the Term Priority Collateral only into such Term Loan Priority Accounts and deposit proceeds of the Revolving Priority Collateral only into the Revolving Priority Accounts; provided, however, notwithstanding anything to the contrary in the foregoing and the definition of “Revolving Priority Collateral,” after any such request, but prior to the existence of any Revolving Loan Event of Default, in the event the aggregate balance of cash, cash equivalents and other assets and amounts in the Revolving Priority Accounts at the close of the last Business Day of any calendar week exceeds $8,000,000, the Loan Parties and the Revolving Lender, on behalf of itself and the ABL Revolving Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself hereby agree to take any actions necessary to ensure that such excess amount shall be automatically transferred to one or more Term Loan Priority Accounts within three (3) Business Days thereafter and the New First Lien Secured Parties, has been granted Liens upon all of amounts so transferred shall constitute the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Term Priority Collateral.

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or Collateral, of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Cash Flow Secured Parties in respect of all or any portion of the Common Collateral, Collateral or of any Liens granted to the Junior Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent, the Cash Flow Agent or any New First Lien Collateral Junior Agent (or the ABL Secured Parties, Cash Flow Secured Parties or any of the New First Lien Junior Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents, the Cash Flow Documents or any of the New First Lien Junior Debt Documents, or (iv) whether the ABL Collateral Agent, the Cash Flow Agent or any New First Lien Collateral the Junior Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations, the Cash Flow Obligations or any Junior Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Lenders, the Cash Flow Agent or the Cash Flow Lenders or any Junior Agent or any Junior Lenders securing any of the ABL Obligations, the Cash Flow Obligations or the Junior Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Cash Flow Obligations (in the case of the ABL Obligations), the ABL Collateral Obligations (in the case of the Cash Flow Obligations) or the Senior Obligations (in the case of the Junior Obligations), or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Cash Flow Agent, on behalf of itself and the New First Lien Cash Flow Secured Parties, and each Junior Agent that becomes a party to this Agreement, on behalf of itself and the Junior Secured Parties represented thereby, hereby agree that: (1) (A) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Cash Flow Agent or the New First Lien any Cash Flow Secured Parties Party that secures all or any portion of the New First Lien Cash Flow Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in the Common Collateral; and ABL Priority Collateral to secure all or any portion of the ABL Obligations, and (2B) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of any Junior Agent or any Junior Secured Party that secures all or any portion of any Series of Junior Obligations shall in all respects be junior and subordinate to all Liens granted to any Senior Agent or any Senior Secured Parties in the ABL Priority Collateral to secure all or any portion of any Senior Obligations; (2) (A) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Cash Flow Agent or any Cash Flow Secured Party in the New First ABL Priority Collateral to secure all or any portion of the Cash Flow Obligations, and (B) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of any Senior Agent or any Senior Secured Parties that secures all or any portion of any Senior Obligations shall in all respects be senior and prior to all Liens granted to any Junior Agent or any Junior Secured Party in the ABL Priority Collateral to secure all or any portion of the Junior Obligations of any Series; (3) (A) any Lien in respect of all or any portion of the Cash Flow Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to the Cash Flow Agent and the Cash Flow Secured Parties in the Cash Flow Priority Collateral to secure all or any portion of the Cash Flow Obligations and (B) any Lien in respect of all or any portion of the Cash Flow Priority Collateral now or hereafter held by or on behalf of any Junior Agent or any Junior Secured Party that secures all or any portion of any Series of Junior Obligations shall in all respects be junior and subordinate to all Liens granted to any Senior Agent or any Senior Secured Parties in the Cash Flow Priority Collateral to secure all or any portion of any Senior Obligations; (4) (A) any Lien in respect of all or any portion of the Cash Flow Priority Collateral now or hereafter held by or on behalf of the Cash Flow Agent or any Cash Flow Secured Party that secures all or any portion of the Cash Flow Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in the Cash Flow Priority Collateral to secure all or any portion of the ABL Obligations, and (B) any Lien in respect of all or any portion of the Cash Flow Priority Collateral now or hereafter held by or on behalf of any Senior Agent or any Senior Secured Parties that secures all or any portion of any Senior Obligations shall in all respects be senior and prior to all Liens granted to any Junior Agent or any Junior Secured Party in the Cash Flow Priority Collateral to secure all or any portion of the Junior Obligations of any Series; and (5) any Lien in respect of all or any portion of the Collateral as of the date of this Agreement or hereafter held by or on behalf of any Junior Agent or any Junior Secured Party that secures all or any portion of any Junior Obligations of any Series shall in all respects be pari passu and equal in priority with any Lien in respect of all or any portion of the Collateral as of the date of this Agreement or hereafter held by or on behalf of each other Junior Agent or any Junior Secured Party represented by such other Junior Agent that secures all or any portion of any Junior Obligations of any other Series (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Junior Agents, each on behalf of itself and the Junior Secured Parties represented thereby). (b) Notwithstanding any failure by any ABL Secured Party or Cash Flow Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Cash Flow Secured Parties but, for the avoidance of doubt, subject to the provisos in subclauses (b) and (c) of Section 4.1, the priority and rights as between the ABL Secured Parties, the Cash Flow Secured Parties and the Junior Secured Parties with respect to the Collateral shall be as set forth herein. Notwithstanding any failure by any Junior Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to such Junior Secured Party, the priority and rights as between any Junior Agent and the Junior Secured Parties represented thereby, on the Common Collateralone hand, and any other Junior Agent and the Junior Secured Parties represented thereby, on the other hand, with respect to the Collateral shall be as set forth herein (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Junior Agents, each on behalf of itself and the Junior Secured Parties represented thereby). (c) The ABL Agent and the Cash Flow Agent agree that their respective rights in the Shared Collateral are of equal priority. Each Junior Agent and Junior Secured Party agrees that its rights in the Junior Shared Collateral shall in all respects be junior and subordinate to all Liens granted to any Senior Agent or any Senior Secured Parties in such Junior Shared Collateral to secure all or any portion of any Senior Obligations. Any amounts received on account of the Shared Collateral shall be distributed as provided in Section 4.1(d). (d) The New First Lien Collateral Cash Flow Agent, for and on behalf of itself and each New First Lien the Cash Flow Secured PartyParties, expressly acknowledges and agrees that any Lien purported to (x) the ABL Agent, for the benefit of itself and the ABL Secured Parties, has been granted Liens upon all of the Collateral in which the Cash Flow Agent has been granted Liens and (y) after the date hereof, a Junior Agent, for the benefit of itself and the Junior Secured Parties represented thereby, may be granted on any Common Liens upon all of the Collateral as security for in which such Cash Flow Agent has been granted Liens and, in each case, the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Cash Flow Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, that (x) the New First Lien Collateral Cash Flow Agent, for the benefit of itself and the New First Lien Cash Flow Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and (y) after the date hereof, a Junior Agent, for the benefit of itself and the Junior Secured Parties represented thereby, may be granted Liens upon all of the Collateral in which such ABL Agent has been granted Liens and, in each case, the ABL Agent hereby consents thereto. Each Junior Agent that becomes a party to this Agreement, for and on behalf of itself and the Junior Secured Parties represented thereby, acknowledges and agrees that the ABL Agent, for the benefit of itself and the ABL Secured Parties, the Cash Flow Agent, for the benefit of itself and the Cash Flow Secured Parties, and any other Junior Agent, for the benefit of itself and the Junior Secured Parties represented thereby, have been, or may be, granted Liens upon all of the Collateral in which such Junior Agent has been granted Liens and, in each case, such Junior Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Cash Flow Agent and the ABL Agent in favor of one another, and by each Junior Agent in favor of the ABL Collateral Agent Senior Agents, as set forth herein shall not be deemed to subordinate the respective Cash Flow Agent’s Liens, the ABL Agent’s Liens or such Junior Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person nor be affected by the subordination of such Liens to any other Lien. The provision of pari passu and equal priority as between Liens of any Junior Agent and Liens of any other Junior Agent, in each case as set forth herein, shall not be deemed to subordinate the Liens of any Junior Agent to the Liens of any Person other than the ABL Obligations (subject Senior Agents and the other Senior Secured Parties as and to the First Lien Intercreditor Agreement and extent set forth herein, or to provide that the Liens of any Additional General Intercreditor Agreement)Junior Agent will be pari passu or of equal priority with the Liens of any other Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, Collateral or of any Liens granted to the Second Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral any First Lien Agent or any New First Second Lien Collateral Agent (or the ABL any other First Lien Secured Parties or any of the New First other Second Lien Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL First Lien Documents or any the Second Lien Documents (in each case, other than the provisions of the New First Lien Documentsthis Agreement), or (iv) whether the ABL Collateral any First Lien Agent or any New First Second Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the ABL Collateral date on which the First Lien Obligations or the Second Lien Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of any First Lien Agent or the other applicable First Lien Secured Parties or any Second Lien Agent or the other applicable Second Lien Secured Parties securing any of the First Lien Obligations or Second Lien Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Second Lien Obligations or the First Lien Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, each First Lien Agent, on behalf of itself and the ABL other applicable First Lien Secured Parties, and the New First each Second Lien Collateral Agent, on behalf of itself and the New First other applicable Second Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First the Second Lien Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or Agents for the benefit of the ABL Secured Parties or any the Second Lien Agent for the benefit of the New First Second Lien Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Second Lien Documents, or (iv) whether the ABL Collateral Agent Agents or any New First the Second Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agents or the Second Lien Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Second Lien Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Second Lien Obligations, the ABL Agents, on behalf of themselves and the ABL Secured Parties, and the Second Lien Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of that the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted following priorities apply to the ABL Priority Collateral Agent and the ABL Secured Parties on the Common Second Lien Priority Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).:

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Lenders in respect of all or any portion of the Collateral or of any Liens granted to the First Lien Term Agent or the First Lien Term Lenders or of any Liens granted to the First Lien Notes Agent or the First Lien Notes Secured Parties or any Future Term Loan/Notes Indebtedness Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New the First Lien Collateral Term Agent or the First Lien Notes Agent (or the ABL Lenders or First Lien Term Lenders or First Lien Notes Secured Parties or any of the New First Lien Future Term Loan/Notes Indebtedness Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Loan/Notes Documents, or (iv) whether the ABL Collateral Agent, the First Lien Term Agent or any New the First Lien Collateral Notes Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the fact that any such Liens in favor of the ABL Agent or the ABL Lenders or the First Lien Term Agent or the First Lien Term Lenders or the First Lien Notes Agent or the First Lien Notes Secured Parties or the Future Term Loan/Notes Indebtedness Secured Parties (or ABL Lenders or any Term Loan/Notes Secured Parties) securing any of the ABL Obligations or Term Loan/Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Loan/Notes Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Lenders, and the First Lien Notes Agent, on behalf of itself and the other First Lien Notes Secured Parties and the Future Term Loan/Notes Indebtedness Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New any Term Loan/Notes Agent, any First Lien Collateral Agent or the New Term Lender, any First Lien Notes Secured Parties Party or any Future Term Loan/Notes Indebtedness Secured Party that secures all or any portion of the New First Lien Term Loan/Notes Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on Lenders in the Common Collateral; andABL Priority Collateral to secure all or any portion of the ABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party Lender that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New any Term Loan/Notes Agent, any First Lien Collateral Agent or the New Term Lender, any First Lien Notes Secured Parties on Party, or any Future Term Loan/Notes Indebtedness Secured Party in the Common Collateral. The New First ABL Priority Collateral to secure all or any portion of the Term Loan/Notes Obligations; (3) any Lien in respect of all or any portion of the Term Loan/Notes Priority Collateral Agent, for and now or hereafter held by or on behalf of itself and each New First Lien Secured Party, expressly agrees the ABL Agent or any ABL Lender that secures all or any Lien purported to be granted on any Common Collateral as security for portion of the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects be junior and subordinate to all Liens granted to any Term Loan/Notes Agent, the First Lien Term Lenders, the First Lien Notes Secured Parties, and the Future Term Loan/Notes Indebtedness Secured Parties in the Term Loan/Notes Priority Collateral to secure all or any portion of the Term Loan/Notes Obligations; and (4) any Lien in respect of all or any portion of the Term Loan/Notes Priority Collateral now or hereafter held by or on behalf of any Term Loan/Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, or any Future Term Loan/Notes Indebtedness Secured Party that secures all or any portion of the Term Loan/Notes Obligations shall in all respects be senior and prior to all Liens on granted to the Common ABL Agent or any ABL Lender in the Term Loan/Notes Priority Collateral securing to secure all or any New First Lien Obligations for all purposes regardless portion of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Loan/Notes Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Loan/Notes Secured Parties but, for the avoidance of doubt, subject to the provisos in subclauses (b) and (c) of Section 4.1, the priority and rights as between the ABL Secured Parties and the Term Loan/Notes Secured Parties with respect to the Collateral shall be as set forth herein. (c) The ABL Collateral First Lien Term Agent, for and on behalf of itself and the First Lien Term Lenders, acknowledges and agrees that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Lenders, has been granted Liens upon all of the Collateral in which the First Lien Term Agent has been granted Liens and the First Lien Term Agent hereby consents thereto. The First Lien Notes Agent, for and on behalf of itself, the First Lien Notes Secured Parties and the Future Term Loan/Notes Indebtedness Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral ABL Agent, for the benefit of itself and the New ABL Lenders, has been granted Liens upon all of the Collateral in which the First Lien Notes Agent has been granted Liens and the First Lien Notes Agent hereby consents thereto. The ABL Agent, for and on behalf of itself and the ABL Lenders, acknowledges and agrees that, concurrently herewith, the First Lien Term Agent, for the benefit of itself and the First Lien Term Lenders, has been granted Liens upon all of the Collateral in which the ABL Agent has been granted Liens and the ABL Agent hereby consents thereto. The ABL Agent, for and on behalf of itself and the ABL Lenders, acknowledges and agrees that, concurrently herewith, the First Lien Notes Agent, for the benefit of itself, the First Lien Notes Secured Parties and the Future Term Loan/Notes Indebtedness Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by each Term Loan/Notes Agent and the New First Lien Collateral ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate any Term Loan/Notes Agent’s Liens or the respective ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Senior Lien Secured Parties in respect of all or any portion of the Common Collateral, Collateral or of any Liens granted to the Junior Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Senior Lien Agent or any New First the Junior Lien Collateral Agent (or the ABL Senior Lien Secured Parties or any of the New First Junior Lien Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Senior Lien Documents or any the Junior Lien Documents (in each case, other than the provisions of the New First Lien Documentsthis Agreement), or (iv) whether the ABL Collateral Senior Lien Agent or any New First the Junior Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the ABL Collateral date on which the Senior Lien Obligations or the Junior Lien Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the Senior Lien Agent or the other Senior Lien Lenders or the Junior Lien Agent or the other Junior Lien Lenders securing any of the Senior Lien Obligations or Junior Lien Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Junior Lien Obligations or the Senior Lien Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the Senior Lien Agent, on behalf of itself and the ABL Senior Lien Secured Parties, and the New First Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Junior Lien Collateral Agent or the New First any Junior Lien Secured Parties Party that secures all or any portion of the New First Junior Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Senior Lien Agent and the ABL other Senior Lien Secured Parties on in the Common CollateralCollateral to secure all or any portion of the Senior Lien Obligations; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Senior Lien Agent or any ABL Senior Lien Secured Party that secures all or any portion of the ABL Senior Lien Obligations shall in all respects be senior and prior to all Liens granted to the New First Junior Lien Collateral Agent or the New First any Junior Lien Secured Parties on Party in the Common Collateral. The New First Collateral to secure all or any portion of the Junior Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerObligations. (b) Notwithstanding any failure by any Senior Lien Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the Senior Lien Secured Parties, the priority and rights as between the Senior Lien Secured Parties and the Junior Lien Secured Parties with respect to the Collateral shall be as set forth herein. (c) The ABL Collateral Junior Lien Agent, for and on behalf of itself and the ABL Junior Lien Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Senior Lien Collateral Agent, for the benefit of itself and the New First Senior Lien Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Junior Lien Agent has been granted Liens and the ABL Junior Lien Agent hereby consents thereto. The Senior Lien Agent, for and on behalf of itself and the Senior Lien Secured Parties, acknowledges and agrees that, concurrently herewith, the Junior Lien Agent, for the benefit of itself and the Junior Lien Secured Parties, has been, or may be, granted Liens upon all of the Collateral in which the Senior Lien Agent has been granted Liens and the Senior Lien Agent hereby consents thereto. The subordination of Liens by the New First Junior Lien Collateral Agent in favor of the ABL Collateral Senior Lien Agent as set forth herein shall not be deemed to subordinate the respective Junior Lien Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Intercreditor Collateral or of any Liens granted to any New First Lien Collateral Agent Junior Priority Representative or any New First Lien Secured Junior Priority Debt Parties in respect of all or any portion of the Common Intercreditor Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent Junior Priority Representative (or the ABL Secured Parties or any of the New First Lien Secured Junior Priority Debt Parties) on any Common Intercreditor Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Junior Priority Debt Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral AgentJunior Priority Representative, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Intercreditor Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agenteach Junior Priority Representative, on behalf of itself and the New First Lien its Related Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Intercreditor Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent any Junior Priority Representative or the New First Lien Secured Parties any Junior Priority Debt Party that secures all or any portion of the New First Lien any Junior Priority Debt Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Intercreditor Collateral; and (2) any Lien in respect of all or any portion of the Common Intercreditor Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent any Junior Priority Representative or the New First Lien Secured Parties any Junior Priority Debt Party on the Common Intercreditor Collateral. The New First Lien Collateral AgentEach Junior Priority Representative, for and on behalf of itself and each New First Lien its Related Secured PartyParties, expressly agrees that any Lien purported to be granted on any Common Intercreditor Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Intercreditor Collateral securing any New First Lien Junior Priority Debt Obligations for all purposes purposes, regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, that (i) each of the New First Lien Term Loan Collateral Agent, for the benefit of itself and the New First Lien Term Loan Secured Parties, and the Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Intercreditor Collateral in which the ABL Collateral Agent has been granted Liens, and (ii) each Additional Junior Priority Representative shall, for the benefit of itself and its Related Secured Parties, be granted Liens and upon all of the Intercreditor Collateral in which the ABL Collateral Agent has been granted Liens, and in each case the ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent each Junior Priority Representative in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent any Junior Priority Representative or the New First Lien any of its Related Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Obligations.

Priority of Liens. Subject to the provisos in subclauses (ab) Notwithstanding and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New the First Lien Collateral Notes Agent or any New First Lien Secured Parties Notes Party in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New the First Lien Collateral Notes Agent (or the ABL Secured Parties or any of the New First Lien Secured Notes Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable Debtor Relief Law, or any other applicable law, or of any of the ABL Documents or any of the New First Lien Notes Documents, or (iv) whether the ABL Collateral Agent or any New the First Lien Collateral Notes Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the fact that any such Liens in favor of the ABL Agent or the First Lien Notes Agent (or ABL Secured Parties or any First Lien Notes Secured Parties) securing or purporting to secure any of the ABL Obligations or First Lien Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of the Parent Borrower or any Guarantor other than the First Lien Notes Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, Parties and the New First Lien Collateral Notes Agent, on behalf of itself and the New other First Lien Notes Secured Parties and the Future Notes Indebtedness Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).

Priority of Liens. (a) Notwithstanding Subject to the order of application of proceeds set forth in sub-clauses (b) and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or Collateral, of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral or of any Liens granted to the Junior Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent, the Term Agent or any New First Lien Collateral Junior Agent (or the ABL Secured Parties, Term Secured Parties or any of the New First Lien Junior Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents, the Term Documents or any of the New First Lien Junior Documents, or (iv) whether the ABL Collateral Agent, the Term Agent or any New First Lien Collateral Junior Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations, the Term Obligations or the Junior Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Lenders, the Term Agent or the Term Lenders or any Junior Agent or any Junior Lenders securing any of the ABL Obligations, Term Obligations or Junior Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations (in the case of the ABL Obligations), the ABL Collateral Obligations (in the case of the Term Obligations) or the Senior Obligations (in the case of the Junior Obligations), respectively, or (y) otherwise subordinated, unperfected, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, and each Junior Agent that becomes a party to this Agreement, on behalf of itself and the Junior Secured Parties represented thereby, hereby agree that: (1) (A) any Lien (or purported Lien) in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in such ABL Priority Collateral to secure all or any portion of the Common Collateral; and ABL Obligations and (2B) any Lien (or purported Lien) in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of any Junior Agent or any Junior Secured Party that secures all or any portion of any Series of Junior Obligations shall in all respects be junior and subordinate to all Liens granted to any Senior Agent or any Senior Secured Parties in the ABL Priority Collateral to secure all or any portion of any Senior Obligations; (2) (A) any Lien (or purported Lien) in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens (or purported Liens) granted to the New First Lien Collateral Term Agent or any Term Secured Party in such ABL Priority Collateral to secure all or any portion of the New First Term Obligations and (B) any Lien (or purported Lien) in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of any Senior Agent or any Senior Secured Parties that secures all or any portion of any Senior Obligations shall in all respects be senior and prior to all Liens (or purported Liens) granted to any Junior Agent or any Junior Secured Party in the ABL Priority Collateral to secure all or any portion of the Junior Obligations of any Series; (A) any Lien (or purported Lien) in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens (or purported Liens) granted to the Term Agent and the Term Secured Parties in such Term Priority Collateral to secure all or any portion of the Term Obligations and (B) any Lien (or purported Liens) in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of any Junior Agent or any Junior Secured Party that secures all or any portion of any Series of Junior Obligations shall in all respects be junior and subordinate to all Liens (or purported Liens) granted to any Senior Agent or any Senior Secured Parties in the Term Priority Collateral to secure all or any portion of any Senior Obligations; (A) any Lien (or purported Lien) in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Term Agent or any Term Secured Party that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens (or purported Liens) granted to the ABL Agent or any ABL Secured Party in such Term Priority Collateral to secure all or any portion of the ABL Obligations and (B) any Lien (or purported Lien) in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of any Senior Agent or any Senior Secured Parties that secures all or any portion of any Senior Obligations shall in all respects be senior and prior to all Liens (or purported Liens) granted to any Junior Agent or any Junior Secured Party in the Term Priority Collateral to secure all or any portion of the Junior Obligations of any Series; and (5) any Lien in respect of all or any portion of the Collateral as of the date of this Agreement or hereafter held by or on behalf of any Junior Agent or any Junior Secured Party that secures all or any portion of any Junior Obligations of any Series shall in all respects be pari passu and equal in priority with any Lien in respect of all or any portion of the Collateral as of the date of this Agreement or hereafter held by or on behalf of each other Junior Agent or any Junior Secured Party represented by such other Junior Agent that secures all or any portion of any Junior Obligations of any other Series (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Junior Agents, each on behalf of itself and the Junior Secured Parties represented thereby). (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Secured Parties, the priority and rights as between the ABL Secured Parties, the Term Secured Parties and the Junior Secured Parties with respect to the Collateral shall be as set forth herein. Notwithstanding any failure by any Junior Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to such Junior Secured Party, the priority and rights as between any Junior Agent and the Junior Secured Parties represented thereby, on the Common Collateral. one hand, and any other Junior Agent and the Junior Secured Parties represented thereby, on the other hand, with respect to the Collateral shall be as set forth herein (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Junior Agents, each on behalf of itself and the Junior Secured Parties represented thereby). (c) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to that, (x) the ABL Agent, for the benefit of itself and the ABL Secured Parties, has been, or may be, granted Liens upon all of the Collateral in which the Term Agent has been granted Liens and the Term Agent hereby consents thereto and (y) after the date hereof, a Junior Agent, for the benefit of itself and the Junior Secured Parties represented thereby, may be granted on any Common Liens upon all of the Collateral as security for in which such Term Agent has been granted Liens and, in each case, the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, (x) the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Term Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Agent hereby consents thereto and (y) after the date hereof, a Junior Agent, for the benefit of itself and the Junior Secured Parties represented thereby, may be granted Liens upon all of the Collateral in which such ABL Agent has been granted Liens and, in each case, the ABL Agent hereby consents thereto. Each Junior Agent that becomes a party to this Agreement, for and on behalf of itself and the Junior Secured Parties represented thereby, acknowledges and agrees that the ABL Agent, for the benefit of itself and the ABL Secured Parties, the Term Agent, for the benefit of itself and the Term Secured Parties, and any other Junior Agent, for the benefit of itself and the Junior Secured Parties represented thereby, have been, or may be, granted Liens upon all of the Collateral in which such Junior Agent has been granted Liens and, in each case, such Junior Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of one another, and by each Junior Agent in favor of the ABL Collateral Agent Senior Agents, as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens, the ABL Agent’s Liens or such Junior Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other Person. The provision of pari passu and equal priority as between Liens of any Junior Agent and Liens of any other Junior Agent, in each case as set forth herein, shall not be deemed to subordinate the Liens of any Junior Agent to the Liens of any Person other than the ABL Obligations (subject Senior Agents and the other Senior Secured Parties as and to the First Lien Intercreditor Agreement and extent set forth herein, or to provide that the Liens of any Additional General Intercreditor Agreement)Junior Agent will be pari passu or of equal priority with the Liens of any other Person.

Priority of Liens. It is the intent of the Agents and the Secured Parties that the Liens created pursuant to the Security Documents in Intercreditor and Collateral Agency Agreement favor of the Collateral Agent shall secure equally and ratably the obligations of the Restricted Companies under the Loan Documents and the Hedging Agreements, without priority of any such obligation over any other such obligation. Accordingly, anything in any of the Loan Documents, or any other agreement or instrument between any of the Restricted Companies and any of the Secured Parties (including, without limitation, any of the "Motorola Agreements" or "Northern Telecom Agreements" under and as defined in the Public Note Indentures), to the contrary notwithstanding: (a) Notwithstanding (i) each of the date, time, method, manner, or order of grant, attachment, or perfection of Vendors hereby assigns to the Collateral Agent any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or upon any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or property of any of the ABL Documents Restricted Companies that it may now hold or which may hereafter arise by operation of law or otherwise (excluding, however, any such Lien arising pursuant to the Security Documents); (b) each of the Vendors hereby agrees with the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the only Liens securing obligations of any of the New First Lien Restricted Companies to the Vendors under the Loan Documents shall be the Liens arising under the Security Documents, or (iv) whether and that the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part obligations of the Common Collateral, Restricted Companies under the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations Vendor Equipment Agreements shall in all respects not be junior and subordinate to all Liens granted entitled to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateralbenefits of any Liens; and (2c) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Administrative Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and (on behalf of itself and each New First Lien Secured Party, expressly of the Lenders) hereby agrees with the Vendors that the only Liens securing obligations of any Lien purported of the Restricted Companies to be granted on any Common Collateral as security for the ABL Obligations Lenders under the Loan Documents or the Hedging Agreements shall be deemed to be and shall be deemed to remain senior in all respects and prior to all the Liens on arising under the Common Collateral securing Security Documents. Nothwithstanding the foregoing, it is understood that the Vendors are not waiving, renouncing or sharing the benefit of any New First Lien Obligations for all purposes regardless rights of whether the Lien purported to be granted is found to be improperly grantedreclamation or other remedies accorded a manufacturer, improperly perfectedsupplier or distributor they may have under State law, preferential, a fraudulent conveyance or legally common law or otherwise deficient in arising out of the sale of equipment or other goods by the Vendors to the Restricted Companies. In addition to the foregoing if, as contemplated by Section 2.16(d) of any manner. (b) The ABL Collateral AgentLoan Agreement, for and any payment received by any Secured Party must be rescinded as therein contemplated, each of the Vendors on behalf of itself itself, and the ABL Administrative Agent on behalf of each of the Lenders, hereby agrees to make such Intercreditor and Collateral Agency Agreement 202 -11- adjustments as shall be necessary in order to effect such rescission. NTFC Capital hereby represents and warrants to each Agent and each of the other Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself Parties that its former name (and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral name in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens various Uniform Commercial Code financing statements filings by the New First Lien Collateral Agent Restricted Companies in its favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)have been effected) is "Northern Telecom Finance Corporation".

Priority of Liens. 1.1 The Existing Creditor consents and agrees that it is hereby subordinating its security interest in and to the collateral described on Schedule A (the “Collateral”) to the security interest of the Lenders in and to the Collateral granted to the Lenders pursuant to the Security Agreement. All security interests now or hereafter acquired by the Lenders in the Collateral to secure the New Indebtedness shall at all times be prior and superior to any security interest or other interest or claim now held or hereafter acquired by the Existing Creditor in the Collateral. The Agent, on behalf of the Lenders, consents and agrees that it is hereby subordinating the security interest of the Lenders in and to any property and assets of the Borrower other than the Collateral to the security interest of the Existing Creditor in and to such property and assets. All security interests now or hereafter acquired by the Existing Creditor in any property and assets of the Borrower other than the Collateral shall at all times be prior and superior to any security interest or other interest or claim now held or hereafter acquired by the Lenders therein. The Agent, on behalf of the Lenders, and the Existing Creditor acknowledge that the subordination evidenced hereby is a subordination of lien priority and not a subordination of the Existing Indebtedness and the New Indebtedness. The foregoing lien priorities shall be applicable irrespective of the time or order of attachment or perfection of any security interest or the time or order of filing of any financing statements or other documents, or any statutes, rules or law, or court decisions to the contrary. 1.2 This Agreement shall constitute a continuing agreement of lien subordination, during which time the Agent, on behalf of the Lenders, and the Existing Creditor each agree that the other may at any time, and from time to time, without the consent of the other party and without notice to the other party, renew or extend any of the indebtedness, liabilities or obligations owing to it from the Borrower (the “Secured Obligations”) or that of any other person or entity at any time directly or indirectly liable for the payment of any Secured Obligations, accept partial payments of the Secured Obligations, settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate any of the Secured Obligations, refrain from making any loans or advances to the Borrower, or change, alter or vary the interest charge on the Secured Obligations. 1.3 The Existing Creditor shall not collect, take possession of, foreclose upon, or exercise any other rights or remedies with respect to the Collateral, judicially or non judicially, or attempt to do any of the foregoing, without the prior written consent of the Agent, on behalf of the Lenders, which shall be a matter of the Agent’s sole discretion; provided that, notwithstanding the foregoing, the Existing Creditor, without the consent of or notice to the Lenders, may (a) in any insolvency or liquidation proceeding, assert its claims with respect to the Secured Obligations owing to it (including, without limitation, filing any proof of claim) and vote such claims, (b) take any action to preserve or protect the validity and enforceability of its security interests in the Collateral so long as such action is not inconsistent with this Agreement, (c) file any necessary responsive or defensive pleadings in opposition to any pleading objecting to or seeking disallowance of the Existing Creditor’s claims or otherwise make any agreements or file any motions pertaining to the Secured Obligations owing to it, in each case to the extent not inconsistent with the terms of this Agreement, (d) exercise rights and remedies available to an unsecured creditor with respect to the Collateral, and (e) exercise any rights or remedies with respect to the property and assets of the Borrower other than the Collateral. The Lenders shall not collect, take possession of, foreclose upon, or exercise any other rights or remedies with respect to the property and assets of the Borrower other than the Collateral, judicially or non-judicially, or attempt to do any of the foregoing, without the prior written consent of the Existing Creditor, which shall be a matter of the Existing Creditor’s sole discretion; provided that, notwithstanding the foregoing, the Lenders, without the consent of or notice to the Existing Creditor, may (a) in any insolvency or liquidation proceeding, assert their claims with respect to the Secured Obligations owing to them (including, without limitation, filing any proof of claim) and vote such claims, (b) take any action to preserve or protect the validity and enforceability of their security interests in the Collateral so long as such action is not inconsistent with this Agreement, (c) file any necessary responsive or defensive pleadings in opposition to any pleading objecting to or seeking disallowance of the Lenders’ claims or otherwise make any agreements or file any motions pertaining to the Secured Obligations owing to them, in each case to the extent not inconsistent with the terms of this Agreement, (d) exercise rights and remedies available to an unsecured creditor with respect to the property and assets of the Borrower other than the Collateral, and (e) exercise any rights or remedies with respect to the Collateral. 1.4 The Agent, on behalf of the Lenders, and the Existing Creditor each agree, upon the request of the other party, to execute all such documents and instruments and take all such actions as the other party shall reasonably request in order to carry out the purposes of this Agreement; provided, however, that this Agreement shall remain fully effective notwithstanding any failure to execute any additional documents or instruments. The Existing Creditor represents and warrants that it has not heretofore transferred or assigned any Financing Statement naming the Borrower as debtor and it as secured party and that it will not transfer or assign any such Financing Statement in the future without first delivering a copy of this Agreement to the proposed transferee or assignee, which shall agree to be bound by the terms of this Agreement. The Agent, on behalf of the Lenders, represents and warrants that the Lenders will not transfer or assign any Financing Statement naming the Borrower as debtor and any Lender as secured party, or its rights under this Agreement, in the future without first delivering a copy of this Agreement to the proposed transferee or assignee, which shall agree to be bound by the terms of this Agreement. 1.5 The Agent, on behalf of the Lenders, agrees that if the Agent, any Lender or any affiliate or related party of the Agent or any Lender exercises remedies against the Collateral and takes possession of, operates, or obtains title to the Collateral, then the network and the network equipment included in the Collateral shall continue during such possession, operation and title to be configured to direct any person or entity accessing the network to xxxx://xxx.xxxxxxxx.xxx or any similar successor uniform resource locator (url) or domain name. Notwithstanding the foregoing, if the Collateral is transferred to a person or entity other than (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise)Agent, (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common CollateralLender, (iii) any provision affiliate or related party of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Documents, Agent or (iv) whether any affiliate or related party of any Lender, then the ABL Collateral Agent or any New First provisions of this Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Subordination Agreement shall not apply to such purchaser. The Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured PartiesLenders, acknowledges and agrees that, concurrently herewith, that the New First Lien Collateral Agent, for Existing Creditor has relied upon the benefit provisions of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral this section in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor entering into this Agreement).

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted Pursuant to the ABL Collateral Intercreditor Agreement, each ABL Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral PP&E Agent, on behalf of itself and the ABL Secured Partiesother secured parties represented by it, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree has agreed that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral any PP&E Agent or PP&E Secured Party (or the New First Lien Secured Parties Collateral Trustee on behalf of any of the foregoing Persons) in and to the Borrowing Base Collateral that secures all or any portion of the New First Lien PP&E Priority Obligations shall in all respects be junior and subordinate to all Liens granted to the any ABL Collateral Agent and the or ABL Secured Parties Party (or to the Collateral Trustee on behalf of any of the Common Collateral; andforegoing Persons) in the Borrowing Base Collateral to secure all or any portion of the Borrowing Base Priority Obligations; (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral any PP&E Agent or any ABL PP&E Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to the PP&E Collateral that secures all or any portion of the ABL Obligations PP&E Priority Obligations, shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral any ABL Agent or ABL Secured Party (or to the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and Trustee on behalf of itself and each New First Lien Secured Party, expressly agrees that any of the foregoing Persons) in the PP&E Collateral to secure all or any portion of the Borrowing Base Priority Obligations; (3) any Lien purported now or hereafter held by or on behalf of any ABL Agent or ABL Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to be granted on the Borrowing Base Collateral that secures all or any Common Collateral as security for portion of the ABL Obligations Borrowing Base Priority Obligations, shall be deemed to be and shall be deemed to remain senior in all respects be senior and prior to all Liens granted to any PP&E Agent or PP&E Secured Party (or to the Collateral Trustee on behalf of any of the Common foregoing Persons) in the Borrowing Base Collateral securing to secure all or any New First portion of the PP&E Priority Obligations; and (4) any Lien Obligations for now or hereafter held by or on behalf of any ABL Agent or ABL Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to the PP&E Collateral that secures all purposes regardless or any portion of whether the Lien purported Borrowing Base Priority Obligations, shall in all respects be junior and subordinate to be all Liens granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance any PP&E Agent or legally PP&E Secured Party (or otherwise deficient to the Collateral Trustee on behalf of any of the foregoing Persons) in the PP&E Collateral to secure all or any mannerportion of the PP&E Priority Obligations. (b) The ABL Collateral AgentPursuant to the PP&E Pari Passu Intercreditor Agreement, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New each PP&E First Lien Collateral Agent, for the benefit Agent under each Series of itself PP&E First Lien Obligations will agree (and the New each PP&E First Lien Secured PartiesParty agrees) that, has been notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of PP&E First Lien Obligations granted Liens upon all on the Shared Collateral and notwithstanding any provision of the Common Collateral in which Uniform Commercial Code of any jurisdiction, or any other applicable law or the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New PP&E First Lien Security Documents or any defect or deficiencies in the Liens securing the PP&E First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to any impairment or as otherwise provided in the PP&E Pari Passu Intercreditor Agreement), (i) the Liens securing each Series of PP&E First Lien Obligations on any Shared Collateral Agent in favor shall be of equal priority and (ii) the benefits and proceeds of the ABL Shared Collateral Agent as set forth herein shall not be deemed to subordinate shared among the respective Liens of the New First Lien Collateral Agent or the New PP&E First Lien Secured Parties to as provided therein, regardless of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any other Obligations other than the ABL Obligations (subject to the Series of PP&E First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Obligations, granted on the Shared Collateral.

Priority of Liens. (a) Notwithstanding a)Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or for the benefit of the ABL Secured Parties or any the Term Agent for the benefit of the New First Lien Term Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or the Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of themselves and the ABL Secured Parties, and the Term Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of that the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted following priorities apply to the ABL Priority Collateral Agent and the ABL Secured Parties on the Common Term Priority Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).:

Priority of Liens. Subject to the order of application of proceeds set forth in sub-clauses (ab) Notwithstanding and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Term Agent (or the ABL Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Secured Parties or any Term Agent or the Term Secured Parties securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and each of the New First Lien Collateral AgentTerm Agents, on behalf of itself and the New First Lien relevant Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or for the benefit of the ABL Secured Parties or any the Term Agent for the benefit of the New First Lien Term Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Borrowers, or (vi) any failure of the ABL Agent or the Term Agent to perfect its Lien on the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Obligor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree thatthat the following priorities apply to the ABL Priority Collateral and the Term Priority Collateral: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party Parties that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Term Agent or the New First Lien any Term Secured Parties on the Common ABL Priority Collateral. ; (2) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the Term Agent or any Term Secured Parties that secures all or any portion of the Term Obligations shall in all respects be, until the Discharge of ABL Obligations, junior and subordinate to all Liens granted to the ABL Agent or the ABL Secured Parties on the ABL Priority Collateral; (3) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Term Agent or any Term Secured Parties that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Parties on the Term Priority Collateral; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Parties that secures all or any portion of the ABL Obligations shall in all respects be, until the Discharge of Term Priority Obligations, junior and subordinate to all Liens granted to the Term Agent or the Term Secured Parties on the Term Priority Collateral. (b) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Term Priority Collateral and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Term Secured Parties, has been been, or may be, granted Liens upon all of the Common ABL Priority Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’ Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the Person that is not a holder of ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)or Term Obligations.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Senior Lien Secured Parties in respect of all or any portion of the Common Collateral, Collateral or of any Liens granted to the Junior Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent Senior Lien Agents or any New First the Junior Lien Collateral Agent Agents (or the ABL Senior Lien Secured Parties or any of the New First Junior Lien Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Senior Lien Documents or any the Junior Lien Documents (in each case, other than the provisions of the New First Lien Documentsthis Agreement), or (iv) whether the ABL Collateral any Senior Lien Agent or any New First Junior Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the ABL Collateral date on which the Senior Lien Obligations or the Junior Lien Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the Senior Lien Agents or the other Senior Lien Lenders or the Junior Lien Agents or the other Junior Lien Lenders securing any of the Senior Lien Obligations or Junior Lien Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Junior Lien Obligations or the Senior Lien Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, each Senior Lien Agent, on behalf of itself and the ABL Senior Lien Secured PartiesParties represented by it, and the New First each Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured PartiesParties represented by it, hereby agree that: (1) : any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Junior Lien Collateral Agent Agents or the New First any Junior Lien Secured Parties Party that secures all or any portion of the New First Junior Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent Senior Lien Agents and the ABL other Senior Lien Secured Parties on in the Common CollateralCollateral to secure all or any portion of the Senior Lien Obligations; and (2) and any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent Senior Lien Agents or any ABL Senior Lien Secured Party that secures all or any portion of the ABL Senior Lien Obligations shall in all respects be senior and prior to all Liens granted to the New First Junior Lien Agents or any Junior Lien Secured Party in the Collateral Agent to secure all or any portion of the New First Junior Lien Obligations. Notwithstanding any failure by any Senior Lien Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the Senior Lien Secured Parties, the priority and rights as between the Senior Lien Secured Parties on and the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Junior Lien Secured Party, expressly agrees that any Lien purported Parties with respect to be granted on any Common the Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First as set forth herein. Each Junior Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Junior Lien Secured PartiesParties represented by it, acknowledges and agrees that, concurrently herewith, the New First each Senior Lien Collateral Agent, for the benefit of itself and the New First Senior Lien Secured PartiesParties represented by it, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has Junior Lien Agents have been granted Liens and each Junior Lien Agent hereby consents thereto. Each Senior Lien Agent, for and on behalf of itself and the ABL Senior Lien Secured Parties represented by it, acknowledges and agrees that, concurrently herewith, each Junior Lien Agent, for the benefit of itself and the Junior Lien Secured Parties represented by it, has been, or may be, granted Liens upon all of the Collateral in which the Senior Lien Agents have been granted Liens and each Senior Lien Agent hereby consents thereto. The subordination of Liens by the New First Junior Lien Collateral Agent Agents in favor of the ABL Collateral Agent Senior Lien Agents as set forth herein shall not be deemed to subordinate the respective Junior Lien Agents’ Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) anything to the datecontrary contained in the Subordinated Lender Loan Documents or any other agreement, timeintrustment or document executed and delivered pursuant to or in connection with the Subordinated Debt or the FINOVA Loan Documents, method, manner, or order of grant, attachment, or and notwithstanding any prior perfection of any Liens granted to the ABL Collateral Agent a security interest or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision lien undr theprovisions of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or law of any jurisdiction which is applicable or statements under the Uniform Commercial Code or any other law of any jurisdiction which is applicable or any other recordation or filing of any documents, and further notwithstanding any pledge to the Subordinated Lender or possession by the Subordinated Lender of the ABL Documents or any of the New First Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself as between FINOVA and the ABL Secured PartiesSubordinated Lender, the security interests and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral liens now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall FINOVA in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent shall be first and prior to the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral security interests and liens now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of Subordinated Lender in the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL If the Subordinated Lender shall at any time have possession or control of any of the Collateral, it shall hold or control the Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself FINOVA ecept as otherwise expressly permitted pursuant to Clause (b) of Section 6 of this Agreement. So long as any of the FINOVA Debt shall remain unpaid to FINOVA, FINOVA may at all times, in its sole discretion, exercise any and all the New First Lien Secured Partiespowers and rights, has been granted Liens including, without limitation, the right to foreclose or otherwise realize upon the Collateral, whether or not in its possession, all without the necessity of obtaining any consent or approval of the Subordinated Lender, nor shall it have any liability to the Subordinated Lender for any action taken or failure to act with respect to any Collateral in its possession beyond the exercse of reasonable care to assure the safe custody thereof. Upon payment in full of the FINOVA Debt, FINOVA shall assign and deliver to the Subordinated Lender all of the Common Collateral then in its possession (if any), but without recourse and without any representation or warranty whatsoever. (c) With respect to the collection of the proceeds of any policy of insurance, the proceeds of which are assigned to FINOVA or the ABL Collateral Agent has been granted Liens Subordinated Lender pursuant to any security agreement executed and delivered by the Borrower with FINOVA or the Subordinated Lender, FINOVA and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent Subordinated Lender shall join in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject instructions to the First Lien Intercreditor Agreement and any Additional General Intercreditor insurance companies involved so that the proceeds will be delivered to the party entitled thereto pursuant to the terms of this Agreement), the first proceeds thereof being paid to FINOVA.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, order or order time of grant, attachment, or perfection the order, time or manner of any Liens granted to the ABL Collateral Agent perfection, or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for instrument, or other method of perfecting the Liens a security interest in favor of the ABL Collateral Agent each secured creditor in any Collateral, and notwithstanding any conflicting terms or any New First Lien Collateral Agent (or the ABL Secured Parties or conditions which may be contained in any of the New First Lien Collateral Documents the Liens upon the first $1,200,000 in the Lockbox securing the Super Senior Secured PartiesDebt have and shall have priority over the Liens upon the Collateral securing the Lockbox debt, Cedar Debt and the Secured Debt. b) on Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any Common document or instrument, or other method of perfecting a security interest in favor of each secured creditor in any Collateral, (iii) and notwithstanding any provision of the Uniform Commercial Code, the Bankruptcy Code conflicting terms or any other applicable law, or of conditions which may be contained in any of the ABL Documents Collateral Documents, the Liens upon the Lockbox Funds securing the Lockbox Debt, except as set forth in Section 3.1(a)of this Agreement, have and shall have priority over the Liens upon the Lockbox Funds securing the Super Senior Secured Debt, the Cedar Debt and the Secured Debt. In the event that upon the complete liquidation of Lockbox Funds there remains Lockbox Debt not satisfied, all such remaining Lockbox Debt shall be reclassified as Secured Debt. c) Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a security interest in favor of each secured creditor in any Collateral, and notwithstanding any conflicting terms or conditions which may be contained in any of the New First Lien Collateral Documents, and except as set forth in Section 3.1(a) and 3.1(b) of this Agreement, the Liens upon the Collateral securing the Super Senior Secured Debt have and shall have priority over the Liens upon the Collateral securing the Cedar Debt and the Secured Debt. d) Notwithstanding the order or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession oftime of attachment, or has control overthe order, all time or any part manner of the Common Collateralperfection, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all order or time of filing or recordation of any portion document or instrument, or other method of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as perfecting a security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent interest in favor of the ABL Collateral Agent as set forth herein shall not each secured creditor in any Collateral, and notwithstanding any conflicting terms or conditions which may be deemed to subordinate the respective Liens contained in any of the New First Lien Collateral Agent or Documents, the New First Lien Liens upon the Collateral securing the Cedar Debt have and shall have priority over the Liens upon the Collateral securing the Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Debt.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First the Second Lien Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or Agents for the benefit of the ABL Secured Parties or any the Second Lien Agent for the benefit of the New First Second Lien Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Second Lien Documents, or (iv) whether the ABL Collateral Agent Agents or any New First the Second Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agents or the Second Lien Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Second Lien Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Second Lien Obligations, the ABL Agents, on behalf of themselves and the ABL Secured Parties, and the Second Lien Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, hereby agree thatthat the following priorities apply to the ABL Priority Collateral and the Second Lien Priority Collateral: (1) any Lien in With respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Priority Collateral: (A) First, to the ABL Agents and the ABL Lenders to the extent of the ABL Obligations; (B) Second, to the Second Lien Agent and the ABL Secured Parties on Second Lien Lenders to the Common Collateral; andextent of the Second Lien Obligations. (2) any With respect to the Second Lien in respect of all or any portion Priority Collateral: (A) First, to the Second Lien Agent and the Second Lien Lenders to the extent of the Common Collateral now or hereafter held by or on behalf Second Lien Obligations; (B) Second, to the ABL Agents and the ABL Lenders to the extent of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerObligations. (b) The ABL Collateral Second Lien Agent, for and on behalf of itself and the ABL Second Lien Secured Parties, acknowledges and agrees that, concurrently herewith, the New First ABL Agents, for the benefit of themselves and the ABL Secured Parties, have been, or may be, granted Liens upon all of the Second Lien Priority Collateral and the Second Lien Agent hereby consents thereto. The ABL Agents, for and on behalf of themselves and the ABL Secured Parties, acknowledge and agree that, concurrently herewith, the Second Lien Agent, for the benefit of itself and the New First Second Lien Secured Parties, has been been, or may be, granted Liens upon all of the Common ABL Priority Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent Agents hereby consents thereto. The subordination of Liens by the New First Second Lien Collateral Agent and the ABL Agents in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Second Lien Agent’s Liens or the ABL Agents’ Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or for the benefit of the ABL Secured Parties or any the Term Agent for the benefit of the New First Lien Term Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) (A) any failure of the ABL Agent or the Term Agent to perfect its Lien in the Collateral, (B) the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Loan Party, or (C) the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree thatthat the following priorities apply to the ABL Priority Collateral and the Term Priority Collateral: (1i) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in such ABL Priority Collateral to secure all or any portion of the Common Collateral; andABL Obligations; (2ii) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Term Agent or any Term Secured Party in such ABL Priority Collateral to secure all or any portion of the New First Term Obligations; (iii) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to the Term Agent and the Term Secured Parties in such Term Priority Collateral to secure all or any portion of the Term Obligations; and (iv) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Common Collateral. Term Agent or any Term Secured Party that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in such Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Term Priority Collateral and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Term Secured Parties, has been been, or may be, granted Liens upon all of the Common ABL Priority Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’ Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral the Term Agent (or the ABL Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Lenders or the Term Agent or the Term Lenders securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New the First Lien Collateral Notes Agent or any New First Lien Secured Parties Notes Party in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New the First Lien Collateral Notes Agent (or the ABL Secured Parties or any of the New First Lien Secured Notes Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable Debtor Relief Law, or any other applicable law, or of any of the ABL Documents or any of the New First Lien Notes Documents, or (iv) whether the ABL Collateral Agent or any New the First Lien Collateral Notes Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the fact that any such Liens in favor of the ABL Agent or the First Lien Notes Agent (or ABL Secured Parties or any First Lien Notes Secured Parties) securing or purporting to secure any of the ABL Obligations or First Lien Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of the Parent Borrower or any Guarantor other than the First Lien Notes Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, Parties and the New First Lien Collateral Notes Agent, on behalf of itself and the New other First Lien Notes Secured Parties and the Future Notes Indebtedness Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New Notes Agent, any First Lien Notes Secured Parties Party or any Future Notes Indebtedness Secured Party that secures or purports to secure all or any portion of the New First Lien Notes Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in the Common Collateral; andABL Priority Collateral to secure all or any portion of the ABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures or purports to secure all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New Notes Agent, any First Lien Notes Secured Parties on Party, or any Future Notes Indebtedness Secured Party in the Common Collateral. The New ABL Priority Collateral to secure all or any portion of the First Lien Notes Obligations; (3) any Lien in respect of all or any portion of the Non-ABL Priority Collateral Agent, for and now or hereafter held by or on behalf of itself and each New First Lien the ABL Agent or any ABL Secured Party, expressly agrees Party that secures or purports to secure all or any Lien purported to be granted on any Common Collateral as security for portion of the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects be junior and subordinate to all Liens granted to the First Lien Notes Agent, the First Lien Notes Secured Parties, and the Future Notes Indebtedness Secured Parties in the Non-ABL Priority Collateral to secure all or any portion of the First Lien Notes Obligations; and (4) any Lien in respect of all or any portion of the Non-ABL Priority Collateral now or hereafter held by or on behalf of the First Lien Notes Agent, any First Lien Notes Secured Party, or any Future Notes Indebtedness Secured Party that secures or purports to secure all or any portion of the First Lien Notes Obligations shall in all respects be senior and prior to all Liens on granted to the Common ABL Agent or any ABL Secured Party in the Non-ABL Priority Collateral securing to secure all or any New First Lien Obligations for all purposes regardless portion of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerABL Obligations. (b) The Notwithstanding any failure by any ABL Secured Party or First Lien Notes Secured Party to perfect its security interests in the Collateral Agentor any avoidance, for and on behalf invalidation, priming or subordination by any third party or court of itself and competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, Parties or the New First Lien Collateral AgentNotes Secured Parties but, for the benefit avoidance of itself doubt, subject to the provisos in subclauses (b) and (c) of Section 4.1, the priority and rights as between the ABL Secured Parties and the New First Lien Notes Secured Parties, has been granted Liens upon all of Parties with respect to the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. shall be as set forth herein. (c) The subordination of Liens by the New First Lien Collateral Notes Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective First Lien Notes Agent’s Liens or the ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral the Term Agent (or the ABL Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Lenders or the Term Agent or the Term Lenders securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in such ABL Priority Collateral to secure all or any portion of the Common Collateral; andABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Term Agent or any Term Secured Party in such ABL Priority Collateral to secure all or any portion of the New First Term Obligations; (3) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to the Term Agent and the Term Secured Parties in such Term Priority Collateral to secure all or any portion of the Term Obligations; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Common Collateral. Term Agent or any Term Secured Party that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in such Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Secured Parties, the priority and rights as between the ABL Secured Parties and the Term Secured Parties with respect to the Collateral shall be as set forth herein. (c) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Collateral in which the Term Agent has been granted Liens and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Term Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of of, or any defect or deficiency in, or failure to perfect, any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or for the benefit of the ABL Secured Parties or any Term Agent for the benefit of the New First Lien Term Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral each Term Agent, on behalf of itself and the New First Lien applicable Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of that the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted following priorities apply to the ABL Collateral Agent Liens upon and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf right to payment from Proceeds of the ABL Priority Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).Term Priority Collateral:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the any other ABL Secured Parties Party in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Term Collateral Agent or any New First Lien other Term Secured Parties Party in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor favour of the ABL Collateral Agent or any New First Lien Term Collateral Agent (or the any other ABL Secured Parties Party or any of the New First Lien other Term Secured PartiesParty) on any Common Collateral, (iii) any provision of the Uniform Commercial CodePPSA, the Bankruptcy Code BIA or any other applicable law, or of any of the ABL Documents or any of the New First Lien Documents, the Term Documents, the Secured Swap Agreements or the Banking Services Agreements, (iv) whether the ABL Collateral Agent or any New First Lien Term Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the fact that any such Liens in favour of the ABL Collateral Agent or any other ABL Secured Party or any Term Collateral Agent or any other Term Secured Party securing any of the ABL Obligations or Term Obligations, respectively, may be (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the other ABL Secured Parties, and the New First Lien each Term Collateral Agent, on behalf of itself and the New First Lien Other Applicable Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien any Term Collateral Agent or the New First Lien any other Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the other ABL Secured Parties on the Common Collateral; andABL Priority Collateral to secure all or any portion of the ABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any other ABL Secured Party Parties that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien any Term Collateral Agent or any other Term Secured Party on the New First ABL Priority Collateral to secure all or any portion of the Term Obligations; (3) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any other ABL Secured Parties that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to any Term Collateral Agent or any other Term Secured Party on the Term Priority Collateral to secure all or any portion of the Term Obligations; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of any Term Collateral Agent or any other Term Secured Party that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Collateral Agent or any other ABL Secured Parties on the Common Collateral. The New First Lien Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Secured Parties, the priority and rights as between the ABL Secured Parties and the Term Secured Parties with respect to the Collateral shall be as set forth herein. (c) Each Term Collateral Agent, for and on behalf of itself and each New First Lien the Other Applicable Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common that, concurrently herewith, the ABL Collateral as security Agent, for the benefit of itself and the other ABL Obligations shall be deemed to be Secured Parties, has been granted Liens upon all of the Collateral in which such Term Collateral Agent has been granted Liens and shall be deemed to remain senior in all respects and prior to all Liens on the Common such Term Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the other ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien each Term Collateral Agent, for the benefit of itself and the New First Lien Other Applicable Term Secured Parties, has been granted Liens upon all of the Common Collateral in which the such ABL Collateral Agent has been granted Liens and the such ABL Collateral Agent hereby consents thereto. The subordination of Liens by each Term Collateral Agent, on the New First Lien Collateral Agent in favor of one hand, and the ABL Collateral Agent Agent, on the other hand, in favour of one another as set forth herein shall not be deemed to subordinate any Term Collateral Agent’s Liens or the respective ABL Collateral Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or for the benefit of the ABL Secured Parties or any the Term Agent for the benefit of the New First Lien Term Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or the Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of themselves and the ABL Secured Parties, and the Term Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree thatthat the following priorities apply to the ABL Priority Collateral and the Term Priority Collateral: (1) any Lien in With respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Priority Collateral: (A) a senior Lien to the ABL Agent and the other ABL Secured Parties to the extent of the ABL Obligations; (B) a junior Lien to the Term Agent and the other Term Secured Parties to the extent of the Term Obligations (it being acknowledged and agreed that the Term Agent does not, and shall not, have a Lien on the Common Canadian Collateral or the European Collateral; and). For clarity, the Lien of the ABL Agent on the ABL Priority Collateral shall be senior to any Lien of the Term Agent thereon and any Lien of the Term Agent on the ABL Priority Collateral shall be junior to the Lien of the ABL Agent thereon. (2) any With respect to the Term Priority Collateral: (A) a senior Lien in respect of all or any portion to the Term Agent and the other Term Secured Parties to the extent of the Common Collateral now or hereafter held by or on behalf Term Obligations; (B) a junior Lien to the ABL Agent and the other ABL Secured Parties to the extent of the ABL Obligations. For clarity, the Lien of the Term Agent on the Term Priority Collateral Agent or any ABL Secured Party that secures all or any portion shall be senior to the Lien of the ABL Obligations Agent thereon and the Lien of the ABL Agent on the Term Priority Collateral shall in all respects be senior and prior to all Liens granted junior to the New First Lien Collateral of the Term Agent or the New First Lien Secured Parties on the Common Collateral. thereon. (b) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Term Priority Collateral and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Term Secured Parties, has been been, or may be, granted Liens upon all of the Common ABL Priority Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’ Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) Irrespective of any priority otherwise available to the date, time, method, manner, Trustee by law or agreement or irrespective of the order of grantrecording of mortgages, attachmentfinancing statements, security agreements or perfection other instruments, and irrespective of the descriptions of Collateral contained in the Financing Documents, including any financing statements, each of the Trustee and the Senior Lien Creditor Representatives hereby agree among themselves that their respective Liens in the Collateral shall be governed by the Lien Priority, which shall be controlling in the event of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, conflict between this Agreement and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Financing Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself Each Party agrees that this Agreement and the ABL Secured PartiesLien Priority shall remain in full force and effect without regard to, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate released, suspended, discharged, terminated, modified or otherwise affected by any circumstance or occurrence whatsoever (other than in accordance with the respective Liens terms hereof), including any of the New First Lien Collateral Agent following (whether or not such Party consents thereto or has notice thereof): (i) any change in or waiver of the New First Lien Secured Parties to Liens securing time, place or manner of payment, or any other Obligations term, of any of the Secured Liabilities or Financing Documents, any waiver of or any renewal, extension, increase, refinancing, amendment or modification of or addition, consent or supplement to or deletion from, or any other than action or inaction under or in respect of, any of the ABL Obligations Secured Liabilities or Financing Documents or any other document, instrument or agreement referred to therein or any assignment or transfer of any of the Secured Liabilities or Financing Documents; (subject ii) any furnishing of any additional collateral for any of the Secured Liabilities or any sale, exchange, release or surrender of, or realization on, any collateral for any of the Secured Liabilities; (iii) any settlement, release or compromise of any of the Secured Liabilities or Financing Documents, any collateral therefor, or any liability of any other party (including any other Party) with respect to any of the Secured Liabilities or Financing Documents, or any subordination of payment of any Secured Liabilities to the First Lien Intercreditor Agreement and payment of any Additional General Intercreditor Agreement)other indebtedness, liability or obligation of any of the Issuers, Guarantors or any subsidiary of any Issuer; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, merger, consolidation, dissolution, liquidation or other like proceeding or occurrence relating to any of the Issuers, Guarantors, or any subsidiary of any Issuer, or any other change in the ownership, control, composition or nature of any of the Issuers, Guarantors, or any subsidiary of any Issuer; (v) any application of sums paid by any of the Issuers, Guarantors or any subsidiary of any Issuer with respect to any of the Secured Liabilities, except to the extent actually applied against such Secured Liabilities, regardless of what other liabilities of the Issuers, Guarantors, or any subsidiary of any Issuer remain unpaid; or (vi) the failure of any Party to assert any claim or demand or to enforce any right or remedy against the Issuers, Guarantors, any subsidiary of any Issuer or any other Person (including any other Party with respect to any of the Secured Liabilities) under the provisions of any of the Financing Documents or otherwise.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, or perfection of any Liens granted to any Existing Secured Parties or the ABL Senior Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of any Existing Secured Party or the ABL Senior Collateral Agent or in any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial CodeUCC, the Bankruptcy Code or any other applicable law, or of any of the ABL Existing Documents or any of the New First Lien Senior Documents, or (iv) whether any of the ABL Collateral Agent or any New First Lien Collateral AgentLiens referred in the foregoing clauses (i) and (ii) are valid, in each caseperfected, either directly or through agentsenforceable, holds possession ofvoid, avoidable, subordinated, disputed, or has control overallowed, all or (v) any part of the Common Collateralother circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, Parties hereby agree that: (1) a. except as expressly set forth in Section 2c hereof, any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Existing Secured Parties that secures to secure all or any portion of the New First Lien Obligations Existing Indebtedness shall in all respects be junior and subordinate to all Liens in all or any portion of the Collateral granted to the ABL Senior Collateral Agent and to secure all or any portion of the ABL Secured Parties on the Common Collateral; andSenior Indebtedness. (2) b. except as expressly set forth in Section 2c hereof, any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Senior Collateral Agent or any ABL Secured Party that secures to secure all or any portion of the ABL Obligations Senior Indebtedness shall in all respects be senior and prior to all Liens in all or any portion of the Collateral granted to any Existing Secured Party to secure all or any portion of the Existing Indebtedness. c. Notwithstanding anything in this Agreement to the contrary, any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Existing Secured Party to the extent such Liens secure all or any portion of the Existing Indebtedness shall be pari passu and of equal priority with all Liens granted to Senior Collateral Agent to secure all or any portion of the Senior Indebtedness to a maximum amount equal, at any given time, to the aggregate principal amount of the Existing Notes then outstanding which amount as of the date hereof is $786,124.68. For the avoidance of doubt, to the extent the Existing Indebtedness exceeds $786,124.68 (as reduced, on a dollar-for-dollar basis upon any repayment or conversion into Common Stock of such Existing Indebtedness on or after the date hereof (each, an “Existing Indebtedness Basket Reduction”), this Section 2c shall not apply, and any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of Senior Collateral Agent to the extent such Liens secure all or any portion of the Senior Indebtedness shall in all respects be senior and prior to all Liens granted to any Existing Secured Party to secure all of any portion of the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common CollateralExisting Indebtedness. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all portion of the Common Collateral in which Existing Indebtedness (as reduced upon any Existing Indebtedness Basket Reduction) that is treated as pari passu with the ABL Collateral Agent has been granted Liens and Senior Indebtedness under this Section 2c is herein referred to as the ABL Collateral Agent hereby consents thereto“Existing Pari Passu Indebtedness”. The subordination of Liens by All other Existing Indebtedness is herein referred to as the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)“Existing Junior Indebtedness”.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral the Notes Agent or any New First Lien Secured Parties Notes Party in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral the Notes Agent (or the ABL Secured Parties or any of the New First Lien Secured Notes Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial CodeUCC, the Bankruptcy Code or any other applicable Debtor Relief Law, or any other applicable law, the Security Documents or of any of the ABL Documents or any of the New First Lien Notes Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Notes Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the fact that any such Liens in favor of the ABL Agent or the Notes Agent (or ABL Secured Parties or any Notes Secured Parties) securing or purporting to secure any of the ABL Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of the Company or any Guarantor other than the Notes Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, Parties and the New First Lien Collateral Notes Agent, on behalf of itself and the New First Lien other Notes Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Notes Agent or the New First Lien any Notes Secured Parties Party that secures or purports to secure all or any portion of the New First Lien Notes Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in the Common Collateral; andABL Priority Collateral to secure all or any portion of the ABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures or purports to secure all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Notes Agent or any Notes Secured Party in the New First ABL Priority Collateral to secure all or any portion of the Notes Obligations; (3) any Lien Secured Parties on in respect of all or any portion of the Common Collateral. The New First Lien Notes Priority Collateral Agent, for and now or hereafter held by or on behalf of itself and each New First Lien the ABL Agent or any ABL Secured Party, expressly agrees Party that secures or purports to secure all or any Lien purported to be granted on any Common Collateral as security for portion of the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects be junior and subordinate to all Liens granted to the Notes Agent and the Notes Secured Parties in the Notes Priority Collateral to secure all or any portion of the Notes Obligations; and (4) any Lien in respect of all or any portion of the Notes Priority Collateral now or hereafter held by or on behalf of the Notes Agent or any Notes Secured Party that secures or purports to secure all or any portion of the Notes Obligations shall in all respects be senior and prior to all Liens on granted to the Common ABL Agent or any ABL Secured Party in the Notes Priority Collateral securing to secure all or any New First Lien Obligations for all purposes regardless portion of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerABL Obligations. (b) The Notwithstanding any failure by any ABL Secured Party or Notes Secured Party to perfect its security interests in the Collateral Agentor any avoidance, for and on behalf invalidation, priming or subordination by any third party or court of itself and competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, Parties or the New First Lien Collateral AgentNotes Secured Parties but, for the benefit avoidance of itself doubt, the priority and rights as between the ABL Secured Parties and the New First Lien Notes Secured Parties, has been granted Liens upon all of Parties with respect to the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. shall be as set forth herein. (c) The subordination of Liens by the New First Lien Collateral Notes Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Notes Agent’s Liens or the ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order in which liens or security interests securing the Junior Debt or the Senior Debt are granted or perfected, unless and until the Senior Debt is paid in full in cash, the liens and security interests now or hereafter securing payment of grantthe Senior Debt shall always and under all circumstances have priority over the liens and security interests now or hereafter securing payment of the Junior Debt. Should there by any liquidation of Owner, attachmentBorrower, Guarantor or perfection any of Owner’s, Borrower’s or Guarantor’s assets, a foreclosure of any Liens granted of Owner’s or Borrower’s assets, a bankruptcy proceeding of the Owner, Borrower or Guarantor (either voluntary or involuntary), the payment of any insurance claim upon the loss or damage of any property of the Borrower or any other disposition (all of the foregoing referred to the ABL Collateral Agent or the ABL Secured Parties in respect collectively as a “Disposition”) of all or any portion part of the Common Collateral collateral encumbered by Senior Loan Documents, Senior Deed of Trust or Junior Loan Documents, then Lender shall receive all of the proceeds of any Liens granted Disposition to the full extent of any New First Lien Collateral Agent indebtedness and other amounts owed at such time by Borrower to Lender under the Senior Loan, and shall apply such proceeds (to the extent the same are not made available to Owner or any New First Lien Secured Parties Borrower, at Lender’s sole option, for use in respect repairing or replacing such Collateral) to the Senior Loan. If there are proceeds of all or any portion insurance/eminent domain remaining after full repayment of the Common CollateralSenior Loan, and regardless of how such proceeds shall be applied in a manner consistent with the Junior Loan Documents. Junior Creditor agrees to turn over to Xxxxxx any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation proceeds of any document or instrument for perfecting Dispositions while the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable lawSenior Loan remains unpaid. If Lender desires to sell, or of any of consents to the ABL Documents sale or any of the New First Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession liquidation of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion securing payment of the Common Collateral now or hereafter held by or on behalf Senior Debt at a reasonable fair market price, Junior Creditor shall, immediately upon request of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral AgentLender, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally release or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf terminate some or all of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens Junior Creditor's security interests or liens upon some or all of the Common assets of Borrower to permit the sale of such Collateral or other assets by Lender or by Owner or Borrower with Lender's consent; provided that such release or termination by Junior Creditor shall not extend to or affect the rights of Junior Creditor, if any, to receive the proceeds of those assets following payment in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent full in favor cash of the ABL Collateral Agent as set forth herein Senior Debt and termination of the commitments under the Senior Loan Documents. In furtherance of the foregoing, Junior Creditor shall within ten (10) Business Days after the date of any written request by Xxxxxx deliver to Xxxxxx signed UCC-3 termination or release statements with respect to each financing statement filed to perfect a security interest securing payment of the Junior Debt and such other release or termination documents (including without limitation, deed of trust releases) requested by Lender with respect to each other document filed to perfect or record a security interest securing payment of the Junior Debt (collectively, "Release Documents"). Junior Creditor shall not be deemed accept any security interest or lien upon any assets of Owner or Borrower to subordinate secure any indebtedness or other obligation owing by Owner or Borrower except for the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Junior Debt.

Priority of Liens. (a) Notwithstanding (i) The parties agree at all times, whether before, after or during the date, time, method, manner, pendency of any Bankruptcy Case or other Insolvency Proceeding and notwithstanding the priorities which would ordinarily result from the order of grant, attachment, granting or perfection of any Liens granted to Liens, the ABL Collateral Agent order of filing or the ABL Secured Parties recording of any financing statements or mortgages in respect of all or possession of any of the Collateral, or the priorities that would otherwise apply under Applicable Law, the Liens of Revolver Agent in the Collateral shall constitute first priority Liens in such property to secure the Revolver Lender Debt and shall be superior to any Lien or other interest of Noteholders Agent in the same property arising pursuant to the Note Documents, by operation of law or otherwise; and any Lien or other interests at any time obtained by Noteholders Agent in any of the Collateral shall be subordinate and junior in priority to the Liens of Revolver Agent therein. (b) For purposes of the foregoing priorities, any claim of a right of setoff by Noteholders Agent or any Noteholder shall be treated in all respects as a Lien and no claim to a right of setoff by Noteholders Agent or any Noteholder shall be asserted to defeat or diminish the rights or priorities provided for herein in favor of Revolver Agent or any Revolver Lender. (c) If, for any reason, any Security Interest or other Lien granted or conveyed by an Obligor to Revolver Agent pursuant to the Revolver Loan Documents or otherwise is avoided (including as a result of non-perfection of such Security Interest or Lien) or otherwise held to be ineffective, in whole or in part, by final order of a court of competent jurisdiction, then the provisions of paragraph (a) of this Section 3 shall not be deemed to apply with respect to the portion of the Common Collateral or of any Liens granted subject to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired that is so avoided or otherwise held to be ineffective. (whether by grantd) Except as set forth in Section 30 hereof, statute, operation of law, subrogation or otherwise), (ii) each Agent and the order or time of filing or recordation of any document or instrument Lenders for which such Agent serves in an agency capacity shall be solely responsible for perfecting and maintaining the perfection of their Liens in favor and to each item of Collateral in which such Agent has been granted a Lien, without any responsibility on the part of the ABL Collateral other Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Lenders for which it serves as agent to do so. In no event shall Revolver Agent or any other applicable lawRevolver Lender institute, or join as a party in the institution of, or directly or indirectly assist in the prosecution of, any action, suit or proceeding seeking a determination that any Lien of Noteholders Agent in any of the ABL Documents Collateral is invalid, unperfected, or avoidable, or is or should be subordinated to the Liens or other interests of any Person other than Revolver Agent. In no event shall Noteholders Agent or any Noteholder institute, or join as a party in the institution of, or directly or indirectly assist in the prosecution of, any action, suit or proceeding seeking a determination that any Lien of Revolver Agent in any of the New First Lien DocumentsCollateral is invalid, unperfected, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession ofavoidable, or has control overis or should be subordinated to the Liens or other interests of any Person. (e) Notwithstanding anything to the contrary contained in this Agreement, all or if, on any date, the total amount of Revolver Lender Debt exceeds the Maximum Revolver Lender Debt on such date, the excess shall not be deemed to be Revolver Lender Debt for purposes of this Agreement (but such excess shall nevertheless constitute part of the Common Collateral, the ABL Collateral Agent, on behalf Obligations that are required to be repaid by Obligors) and any Liens of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Revolver Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations Revolver Lenders with respect to such excess shall in all respects be junior and subordinate to all the Liens granted to the ABL Collateral of Noteholders Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral Noteholders as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerNoteholder Debt. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent Secured Parties or to the ABL Agent on behalf of the ABL Secured Parties, in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral the Term Agent (or the ABL Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Facility Documents or any of the New First Lien Term Facility Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Lenders or the Term Agent or the Term Lenders securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree that: (1i) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in such ABL Priority Collateral to secure all or any portion of the Common Collateral; andABL Obligations; (2ii) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Term Agent or any Term Secured Party in such ABL Priority Collateral to secure all or any portion of the New First Term Obligations; (iii) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to the Term Agent and the Term Secured Parties in such Term Priority Collateral to secure all or any portion of the Term Obligations; and (iv) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Common Collateral. Term Agent or any Term Secured Party that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in such Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Secured Parties, the priority and rights as between the ABL Secured Parties and the Term Secured Parties with respect to the Collateral shall be as set forth herein. (c) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Collateral in which the Term Agent has been granted Liens and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Term Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL First Lien Collateral Agent or the ABL First Lien Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL First Lien Collateral Agent or any New First Subordinated Lien Collateral Agent (or the ABL First Lien Secured Parties or any of the New First Subordinated Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL First Lien Documents or any of the New First Subordinated Lien Documents, or (iv) whether the ABL First Lien Collateral Agent or any New First Subordinated Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, the Second Lien Collateral Agent, on behalf of itself the Second Lien Secured Parties and the Third Lien Collateral Agent, on behalf of itself and the Third Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First any Subordinated Lien Collateral Agent or the New First any Subordinated Lien Secured Parties Party that secures all or any portion of the New First Subordinated Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL First Lien Collateral Agent and the ABL First Lien Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any ABL First Lien Secured Party that secures all or any portion of the ABL First Lien Obligations shall in all respects be senior and prior to all Liens granted to the New First any Subordinated Lien Collateral Agent or the New First Subordinated Lien Secured Parties Party on the Common Collateral. The New First Each Subordinated Lien Collateral Agent, for and on behalf of itself and each New First applicable Subordinated Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL First Lien Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Subordinated Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL First Lien Collateral Agent, for and on behalf of itself and the ABL First Lien Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Second Lien Collateral Agent, for the benefit of itself and the New First Second Lien Secured Parties, has and the Third Lien Collateral Agent, for the benefit of itself and the Third Lien Secured Parties, have each been granted Liens upon all of the Common Collateral in which the ABL First Lien Collateral Agent has been granted Liens and the ABL First Lien Collateral Agent hereby consents thereto. The subordination of Liens by the New First Subordinated Lien Collateral Agent Agents in favor of the ABL First Lien Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Subordinated Lien Collateral Agent Agents or the New First Subordinated Lien Secured Parties to Liens securing any other Obligations obligations other than the ABL First Lien Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).

Priority of Liens. (a) Notwithstanding (i) anything else contained herein or in any other Security Document, and notwithstanding the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of any Liens securing the Parity Lien Obligations granted to on the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens securing the Priority Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Parity Lien Debt or the time of incurrence of any other Priority Lien Obligation or Parity Lien Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Obligations, the subordination of such Liens to any New First Lien Collateral Agent other Liens, or any New First other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Borrower or any Guarantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Parity Lien Secured Parties in respect of all or any portion and Priority Lien Secured Parties represented by them that: (1) this Agreement and the other Security Documents create two separate and distinct Trust Estates and Liens: the Senior Trust Estate and Priority Lien securing the payment and performance of the Common CollateralPriority Lien Obligations and the Junior Trust Estate and Parity Lien securing the payment and performance of the Parity Lien Obligations; and (2) any Liens on Collateral securing the Parity Lien Obligations now or hereafter held by the Collateral Trustee for the benefit of the Parity Lien Secured Parties or held by any Parity Lien Secured Party, and regardless of how any such Lien was acquired (in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior are subject and subordinate to all any Liens granted on Collateral securing the Priority Lien Obligations. For the avoidance of doubt, in the event that any Parity Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect terms of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations this Agreement for all purposes regardless hereof (including the priority of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor AgreementLiens).

Priority of Liens. (a) Notwithstanding Subject to the proviso in subclause (b) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Lenders in respect of all or any portion of the ABL Collateral or of any Liens granted to the Shared Collateral Agents or the Shared Collateral Secured Parties in respect of all or any portion of the Common ABL Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien the Shared Collateral Agent Agents (or ABL Lenders or the ABL Secured Parties or any of the New First Lien Shared Collateral Secured Parties) on in any Common ABL Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the New First Lien Shared Collateral Documents, or (iv) whether the ABL Collateral Agent or any New First Lien the Shared Collateral AgentAgents, in each case, either directly or through agents, holds hold possession of, or has have control over, all or any part of the Common ABL Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured PartiesLenders, and the New First Lien Shared Collateral Agent, on behalf of itself and the New First Lien applicable Shared Collateral Secured Parties, hereby agree thatagrees that prior to the Discharge of ABL Obligations: (1) any Lien in respect of all or any portion of the Common ABL Collateral now or hereafter held by or on behalf of the New First Lien Shared Collateral Agent Agents or the New First Lien any Shared Collateral Secured Parties Party that secures all or any portion of the New First Lien Shared Collateral Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties Lenders on the Common ABL Collateral; and (2) any Lien in respect of all or any portion of the Common ABL Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party Lender that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Shared Collateral Agent Agents or the New First Lien any Shared Collateral Secured Parties Party on the Common ABL Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.; and (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, (i) the New First Lien Shared Collateral AgentAgents, for the benefit of itself and the New First Lien Shared Collateral Secured Parties, has have been granted Liens upon all of the Common ABLShared Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents theretothereto and, (ii) the Shared Collateral Agents, for and on behalf of themselves and the Shared Collateral Secured Parties, have been granted first priority Liens in the Xxxxxxxx Collateral and neither the ABL Agent nor the ABL Secured Parties shall have a Lien on or a security interest in the Xxxxxxxx Collateral and (iii) after the Springing Covenant Trigger Date, pursuant to the terms of the Springing Covenant, the Term Agent, for the benefit of the Term B-4 Lenders, will be granted a first priority Lien upon the Specified Real Property (other than any Excluded Specified Real Property) (after the Springing Covenant Trigger Date, such Specified For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. Real Property on which a Lien has been granted to the Term Agent for the benefit of the Term B-4 Lenders, the “Secured Specified Real Property”) and neither the ABL Agent, the ABL Secured Parties or any other Shared Collateral Secured Parties shall have a Lien on or a security interest in the Secured Specified Real Properties. The subordination of Liens by the New First Lien Shared Collateral Agent Agents in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the Shared Collateral Agents’ respective Liens on the ABL Collateral to the Liens of any other Person. (c) The relative rights and obligations of the New First Lien ABL Agent and the Shared Collateral Agent Agents (or the New First Lien ABL Lenders and the Shared Collateral Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject Parties) under this Agreement with respect to the First Lien Intercreditor Agreement and any Additional General Intercreditor Liens on the Canadian Pledge Collateral shall be determined in accordance with Article 7 of this Agreement).

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Notes Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or for the benefit of the ABL Secured Parties or any the Notes Collateral Agents for the benefit of the New First Lien US-DOCS\116541863.10 Notes Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Notes Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Notes Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any Notes Collateral Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Notes Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Notes Obligations, the ABL Agent, on behalf of itself themselves and the ABL Secured Parties, and the New First Lien Notes Collateral AgentAgents, on behalf of itself themselves and the New First Lien Notes Secured Parties, hereby agree thatthat the following priorities apply to the ABL Priority Collateral and the Notes Priority Collateral: (1) any Lien in With respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Priority Collateral: (A) a senior Lien to the ABL Agent and the other ABL Secured Parties to the extent of the ABL Obligations; (B) a junior Lien to the Notes Collateral Agents and the other Notes Secured Parties to the extent of the Notes Obligations (it being acknowledged and agreed that the Notes Collateral Agents do not, and shall not, have a Lien on the Common Canadian Collateral or the European Collateral; and). For clarity, the Lien of the ABL Agent on the ABL Priority Collateral shall be senior to any Lien of the Notes Collateral Agents thereon and any Lien of the Notes Collateral Agents on the ABL Priority Collateral shall be junior to the Lien of the ABL Agent thereon. (2) any With respect to the Notes Priority Collateral: (A) a senior Lien in respect of all or any portion to the Notes Collateral Agents and the other Notes Secured Parties to the extent of the Common Collateral now or hereafter held by or on behalf Notes Obligations; (B) a junior Lien to the ABL Agent and the other ABL Secured Parties to the extent of the ABL Obligations. For clarity, the Lien of the Notes Collateral Agent or any ABL Secured Party that secures all or any portion Agents on the Notes Priority Collateral shall be senior to the Lien of the ABL Obligations Agent thereon and the Lien of the ABL Agent on the Notes Priority Collateral shall in all respects be senior and prior to all Liens granted junior to the New First Lien of the Notes Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Agents thereon. (b) Each Notes Collateral Agent, for and on behalf of itself and each New First Lien the Notes Secured PartyParties represented by it, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Notes Priority Collateral and shall be deemed to remain senior in all respects and prior to all Liens on the Common each Notes Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Notes Collateral AgentAgents, for the benefit of itself themselves and the New First Lien Notes Secured Parties, has been have been, US-DOCS\116541863.10 or may be, granted Liens upon all of the Common ABL Priority Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Notes Collateral Agents and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Notes Collateral Agents’ Liens or the ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral the Term Agent (or the ABL Secured Parties or any of the New First Lien Term Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code PPSA, Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the ABL Agent or the ABL Lenders or the Term Agent or the Term Lenders securing any of the ABL Obligations or Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations or the ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the New First Lien Collateral Term Agent or the New First Lien any Term Secured Parties Party that secures all or any portion of the New First Lien Term Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on in the Common Collateral; andABL Priority Collateral to secure all or any portion of the ABL Obligations; (2) any Lien in respect of all or any portion of the Common ABL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Term Agent or any Term Secured Party in the New First ABL Priority Collateral to secure all or any portion of the Term Obligations; (3) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the ABL Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be junior and subordinate to all Liens granted to the Term Agent and the Term Secured Parties in the Term Priority Collateral to secure all or any portion of the Term Obligations; and (4) any Lien in respect of all or any portion of the Term Priority Collateral now or hereafter held by or on behalf of the Common CollateralTerm Agent or any Term Secured Party that secures all or any portion of the Term Obligations shall in all respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in the Term Priority Collateral to secure all or any portion of the ABL Obligations. (b) Notwithstanding any failure by any ABL Secured Party or Term Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the ABL Secured Parties or the Term Secured Parties but, for the avoidance of doubt, subject to the provisos in subclauses (b) and (c) of Section 4.1, the priority and rights as between the ABL Secured Parties and the Term Secured Parties with respect to the Collateral shall be as set forth herein. (c) The Parties agree that their respective rights in the Shared Collateral are of equal priority. Any amounts received on account of the Shared Collateral shall be distributed as provided in Section 4.1(d). (d) The New First Lien Collateral Term Agent, for and on behalf of itself and each New First Lien the Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Collateral in which the Term Agent has been granted Liens and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Term Agent, for the benefit of itself and the New First Lien Term Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate the respective Term Agent’s Liens or the ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person nor be affected by the subordination of such Liens to any other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Lien.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common ABL Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First the Second Lien Secured Parties in respect of all or any portion of the Common Collateral, Second Lien Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or Agents for the benefit of the ABL Secured Parties in any ABL Collateral or any the Second Lien Agent for the benefit of the New First Second Lien Secured Parties) on Parties in any Common Second Lien Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Second Lien Documents, or (iv) whether the ABL Collateral Agent Agents or any New First the Second Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agents or the Second Lien Agent to perfect its Lien in the ABL Collateral or the Second Lien Collateral, as applicable, the subordination of any Lien on the ABL Collateral securing any ABL Obligations or on any Second Lien Collateral securing any Second Lien Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Table of Contents Guarantor, or the avoidance, invalidation or lapse of any Lien on the ABL Collateral securing any ABL Obligations or on any Second Lien Collateral securing any Second Lien Obligations, the ABL Collateral Agents, on behalf of themselves and the ABL Secured Parties, and the Second Lien Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, hereby agree thatthat the following priorities apply to the Collateral: (1A) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted First, to the ABL Collateral Agents and the ABL Lenders to the extent of the ABL Obligations; (B) Second, to the Second Lien Agent and the ABL Secured Parties on Noteholders to the Common Collateral; and (2) any Lien in respect of all or any portion extent of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Second Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerObligations. (b) The ABL Collateral AgentAgents, for and on behalf of itself themselves and the ABL Secured Parties, acknowledges acknowledge and agrees agree that, concurrently herewith, the New First Second Lien Collateral Agent, for the benefit of itself and the New First Second Lien Secured Parties, has been been, or may be, granted Liens upon all of the Common Second Lien Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent Agents hereby consents consent thereto. The subordination of Liens Lien by the New First Second Lien Collateral Agent in favor of the ABL Collateral Agent Agents as set forth herein shall not be deemed to subordinate the respective Second Lien Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. Notwithstanding (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New foregoing) of any Liens granted to secure any First Lien Secured Parties) Obligations on the Collateral or of any Common Liens granted to secure any Second Lien Obligations on the Collateral, (iiib) any provision of the Uniform Commercial CodeUCC, the any Bankruptcy Code Law or any other applicable law, or (c) any provision of any of the ABL Documents or any of the New First Lien Documents, the Second Lien Documents, or any Permitted Third Lien Documents, (ivd) whether the ABL Collateral Agent or any New First Lien Collateral AgentSecured Party, in each caseSecond Lien Secured Party, or Permitted Third Lien Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (e) the ABL Collateral fact that any Liens granted to secure any Permitted Third Lien Obligations, any Liens granted to secure the Second Lien Obligations, or any Liens granted to secure any First Lien Obligations (or portions thereof) may be subordinated, voided, avoided, invalidated or lapsed or (f) any other circumstance of any kind or nature whatsoever, each of each First Lien Agent, for itself and on behalf of itself and the ABL First Lien Secured PartiesParties it represents, and the New First Second Lien Collateral Agent, for itself and on behalf of itself and the New First Second Lien Secured Parties, hereby agree agrees that: (1i) any Lien in respect of all or on the Collateral securing any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent Priority Obligations (or the New First Lien Secured Parties that secures portions thereof) will at all times, regardless of how acquired (whether by grant, statute, operation of law, subrogation or any portion of the New First Lien Obligations shall in all respects otherwise), have priority over and be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens any Lien on the Common Collateral securing any New First Second Lien Obligations for all purposes purposes, (ii) any Lien on the Collateral securing any Second Lien Obligations will at all times, regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), be junior and subordinate in all respects to any Liens on the Collateral securing any First Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance Priority Obligations (or legally or otherwise deficient in any manner.portions thereof) for all purposes, (biii) The ABL any Lien on the Collateral Agentsecuring any Second Lien Priority Obligations will at all times, for regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), have priority over and be senior in all respects and prior to any Lien on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New Collateral securing any Excess First Lien Obligations (or portions thereof) for all purposes, (iv) any Lien on the Collateral Agent, for the benefit of itself and the New securing any Excess First Lien Secured PartiesObligations (or portions thereof) will at all times, has been granted regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), be junior and subordinate in all respects to any Liens upon on the Collateral securing any Second Lien Priority Obligations for all of purposes, (v) any Lien on the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New securing any First Lien Obligations (or portions thereof) and any Lien on the Collateral Agent securing any Second Lien Obligations will at all times, regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), have priority over and be senior in favor all respects and prior to any Lien on the Collateral securing any Permitted Third Lien Obligations (or portions thereof) for all purposes, and (vi) any Lien on the Collateral securing any Permitted Third Lien Obligations (or portions thereof) will at all time, regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), be junior and subordinate in all respects to any Liens on the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New securing any First Lien Obligations (or portions thereof) and any Liens on the Collateral Agent or the New First Lien Secured Parties to Liens securing any other Second Lien Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)for all purposes.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First the Second Lien Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or Agents for the benefit of the ABL Secured Parties or any the Second Lien Agent for the benefit of the New First Second Lien Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Second Lien Documents, or (iv) whether the ABL Collateral Agent Agents or any New First the Second Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agents or the Second Lien Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Second Lien Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Second Lien Obligations, the ABL Agents, on behalf of themselves and the ABL Secured Parties, and the Second Lien Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of that the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted following priorities apply to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement).:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien Secured Parties in respect of all or any portion of the Common Collateral, Collateral or of any Liens granted to the Second Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral First Lien Agent or any New First the Second Lien Collateral Agent (or the ABL First Lien Secured Parties or any of the New First Second Lien Secured Parties) on in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL First Lien Documents or any the Second Lien Documents (in each case, other than the provisions of the New First Lien Documentsthis Agreement), or (iv) whether the ABL Collateral First Lien Agent or any New First the Second Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the ABL Collateral date on which the First Lien Obligations or the Second Lien Obligations are advanced or made available to the Credit Parties, (vi) the fact that any such Liens in favor of the First Lien Agent or the other First Lien Lenders or the Second Lien Agent or the other Second Lien Lenders securing any of the First Lien Obligations or Second Lien Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Second Lien Obligations or the First Lien Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vii) any other circumstance of any kind or nature whatsoever, the First Lien Agent, on behalf of itself and the ABL First Lien Secured Parties, and the New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Second Lien Collateral Agent or the New First any Second Lien Secured Parties Party that secures all or any portion of the New First Second Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral First Lien Agent and the ABL other First Lien Secured Parties on in the Common CollateralCollateral to secure all or any portion of the First Lien Obligations; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral First Lien Agent or any ABL First Lien Secured Party that secures all or any portion of the ABL First Lien Obligations shall in all respects be senior and prior to all Liens granted to the New First Second Lien Collateral Agent or the New First any Second Lien Secured Parties on Party in the Common Collateral. The New First Collateral to secure all or any portion of the Second Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannerObligations. (b) Notwithstanding any failure by any First Lien Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the First Lien Secured Parties, the priority and rights as between the First Lien Secured Parties and the Second Lien Secured Parties with respect to the Collateral shall be as set forth herein. (c) The ABL Collateral Second Lien Agent, for and on behalf of itself and the ABL Second Lien Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been been, or may be, granted Liens upon all of the Common Collateral in which the ABL Collateral Second Lien Agent has been granted Liens and the ABL Second Lien Agent hereby consents thereto. The First Lien Agent, for and on behalf of itself and the First Lien Secured Parties, acknowledges and agrees that, concurrently herewith, the Second Lien Agent, for the benefit of itself and the Second Lien Secured Parties, has been, or may be, granted Liens upon all of the Collateral in which the First Lien Agent has been granted Liens and the First Lien Agent hereby consents thereto. The subordination of Liens by the New First Second Lien Collateral Agent in favor of the ABL Collateral First Lien Agent as set forth herein shall not be deemed to subordinate the respective Second Lien Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations Person, nor shall such subordination be affected by the subordination of such Liens to any Lien of any other than Person. With respect to any hypothec on the ABL Obligations (subject Collateral granted to the Second Lien Agent, the Second Lien Agent hereby cedes priority and preference of rank of such hypothecs to the First Lien Intercreditor Agent’s hypothecs on the Collateral to give effect to the provisions of this Section 2.1. (d) Notwithstanding anything in this Agreement or any other First Lien Documents or Second Lien Documents to the contrary, (i) collateral consisting of cash and Cash Equivalents specifically securing or providing credit support with respect to any First Lien Hedging Obligations or First Lien Cash Management Obligations to the extent such Liens are permitted under any applicable First Lien Credit Agreement and Second Lien Credit Agreement or (ii) collateral provided to secure any Additional General Intercreditor Agreement)First Lien Hedging Obligations or First Lien Cash Management Obligations in connection with a Discharge of First Lien Obligations, in each case, shall be applied as specified in the applicable Specified Hedge Agreement or cash management agreement, and will not constitute Collateral securing the Second Lien Obligations.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Term Loan Collateral Agent or the ABL any other Term Loan Secured Parties Party in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien the Notes Collateral Agent or any New First Lien other Notes Secured Parties Party in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor favour of the ABL Term Loan Collateral Agent or any New First Lien the Notes Collateral Agent (or the ABL any other Term Loan Secured Parties Party or any of the New First Lien other Notes Secured PartiesParty) on any Common Collateral, (iii) any provision of the Uniform Commercial CodePPSA, the Bankruptcy Code BIA or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Loan Documents, the Notes Documents, the Secured Swap Agreements or the Banking Services Agreements, (iv) whether the ABL Term Loan Collateral Agent or any New First Lien the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the ABL fact that any such Liens in favour of the Term Loan Collateral Agent or any other Term Loan Secured Party or the Notes Collateral Agent or any other Notes Secured Party securing any of the Term Loan Obligations or Notes Obligations, respectively, may be (x) subordinated to any Lien securing any obligation of any Credit Party other than the Notes Obligations or the Term Loan Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever, the Term Loan Collateral Agent, on behalf of itself and the ABL other Term Loan Secured Parties, and the New First Lien Notes Collateral Agent, on behalf of itself and the New First Lien other Notes Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Notes Collateral Agent or the New First Lien any other Notes Secured Parties Party that secures all or any portion of the New First Lien Notes Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Term Loan Collateral Agent and the ABL other Term Loan Secured Parties on the Common Collateral; andCollateral to secure all or any portion of the Term Loan Obligations; (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Term Loan Collateral Agent or any ABL other Term Loan Secured Party Parties that secures all or any portion of the ABL Term Loan Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Notes Collateral Agent or the New First Lien any other Notes Secured Parties Party on the Common Collateral. The New First Lien Collateral Agent, for and on behalf to secure all or any portion of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.Notes Obligations; (b) Notwithstanding any failure by any Term Loan Secured Party or Notes Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the Term Loan Secured Parties or the Notes Secured Parties, the priority and rights as between the Term Loan Secured Parties and the Notes Secured Parties with respect to the Collateral shall be as set forth herein. (c) The ABL Notes Collateral Agent, for and on behalf of itself and the ABL other Notes Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Term Loan Collateral Agent, for the benefit of itself and the New First Lien other Term Loan Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Notes Collateral Agent has been granted Liens and the ABL Notes Collateral Agent hereby consents thereto. The Term Loan Collateral Agent, for and on behalf of itself and the other Term Loan Secured Parties, acknowledges and agrees that, concurrently herewith, the Notes Collateral Agent, for the benefit of itself and the other Notes Secured Parties, has been granted Liens upon all of the Collateral in which the Term Loan Collateral Agent has been granted Liens and the Term Loan Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Notes Collateral Agent in favor favour of the ABL Term Loan Collateral Agent as set forth herein shall not be deemed to subordinate the respective Notes Collateral Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.

Priority of Liens. (a) Notwithstanding (i) Agents agree that, at all times, whether before, after or during the date, time, method, manner, or pendency of any Insolvency Proceeding and notwithstanding the priorities that would ordinarily result from the order of grantgranting, attachment, attachment or perfection of any Liens, the order of filing or recording of any financing statements, mortgages, assignments, or other charges or encumbrances in respect of the Collateral or of possession or control of any Collateral, the priorities that would otherwise apply under applicable law or the enforceability of any such Liens, (i) any Liens granted that ABL Agent may at any time have in or with respect to any of the ABL Priority Collateral shall constitute first priority Liens in such property to secure the payment and performance of all of the ABL Debt and any DIP Financing provided by any ABL Parties in accordance with Section 7(b) and shall be superior to all Liens or other interests at any time held by Notes Agent in the same property arising pursuant to the Notes Documents, by operation of applicable law or otherwise, and all Liens and other interests at any time held by Notes Agent in any of the ABL Priority Collateral shall be subordinate and junior in priority to any Liens at any time held by ABL Agent therein; and (ii) any Liens that Notes Agent may at any time have in or with respect to any of the Notes Priority Collateral shall constitute first priority Liens in such property to secure the payment and performance of all of the Notes Debt and any DIP Financing provided by any Notes Parties in accordance with Section 7(c) and shall be superior to all Liens or other interests, if any, at any time held by ABL Agent in the same property arising pursuant to the ABL Documents, by operation of applicable law or otherwise, and all Liens and other interests, if any, at any time held by ABL Agent in any of the Notes Priority Collateral shall be subordinate and junior in priority to any Liens at any time by Notes Agent therein. For purposes of the foregoing priorities, any claim of a right of setoff by any Party shall be treated in all respects as a Lien and no claim to right of setoff by any Party shall be asserted to defeat or diminish the ABL Secured Parties rights or priorities provided for herein in favor of another Party having a senior Lien in respect of all the property of an Obligor that is subject to offset, provided that nothing herein shall affect, impair or defeat in any portion of way the Common Collateral or right of any Liens granted ABL Party to any New First Lien Collateral Agent or any New First Lien Secured Parties assert offset rights in respect of Banking Relationship Debt. (b) The subordination provisions contained in Section 3(a) relate to the priority of all Liens granted to, or any portion of the Common Collateralotherwise obtained by, and regardless of how any such Lien was acquired each Agent by Obligors (whether by grant, possession, statute, operation of law, subrogation or otherwise). It is not Notes Agent’s responsibility to ensure the validity, perfection or enforceability of the Liens granted by each Obligor to ABL Agent for the benefit of ABL Parties; and it is not ABL Agent’s responsibility to ensure the validity, perfection or enforceability of the Liens granted by each Obligor to Notes Agent for the benefit of Notes Parties. No Party shall (iiand each Party waives any right it may ever have to) institute, encourage, or join as a party in the order institution of, or time of filing assist in the prosecution of, any action, suit or recordation other proceeding (including any adversary proceeding or contested matter in any Bankruptcy Case or other Insolvency Proceeding) seeking a determination that the Lien of any document or instrument for perfecting the Liens other Party in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or the ABL Secured Parties or any of the New First Lien Secured Parties) on any Common CollateralCollateral is invalid, (iii) any provision unenforceable, unperfected, avoidable, subject to equitable subordination or recharacterization or not entitled to the priorities described herein. Nothing in this Agreement shall be construed to prevent or impair the rights of either of the Uniform Commercial CodeAgents to enforce this Agreement, including the Bankruptcy Code or any other applicable lawpriority of the Liens established by this Agreement, or to be or operate as a subordination of any of the ABL Documents or Notes Debt to any of the New First Lien DocumentsABL Debt, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any mannervice versa. (bc) The ABL Collateral AgentIf at any time either Agent shall make a Permitted Subordination (as defined below), for and on behalf of itself and the ABL Secured Partieswith respect to any Collateral, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent to or in favor of any Person, the ABL Collateral priority of such Agent’s Liens vis-à-vis the Liens therein of the other Agent as set forth herein shall not be deemed affected thereby and the subordinating Agent’s Liens shall continue to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject be junior in priority to the First Lien Intercreditor Agreement other Agent’s Liens in the affected Collateral as and to the extent provided in this Section 3. As used herein, the term “Permitted Subordination” shall mean a voluntary subordination by ABL Agent of its Liens with respect to any Additional General Intercreditor Agreement)or all ABL Priority Collateral, or by Notes Agent of its Liens with respect to any or all Notes Priority Collateral, in favor of depository banks, securities or commodities intermediaries, landlords, mortgagees, custom brokers, freight forwarders, carriers, warehousemen, factors, Persons who provide DIP Financing and other Persons who provide goods or services to an Obligor in the ordinary course of business.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common ABL Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First the Second Lien Secured Parties in respect of all or any portion of the Common Collateral, Second Lien Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or Agents for the benefit of the ABL Secured Parties in any ABL Collateral or any the Second Lien Agent for the benefit of the New First Second Lien Secured Parties) on Parties in any Common Second Lien Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Second Lien Documents, or (iv) whether the ABL Collateral Agent Agents or any New First the Second Lien Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agents or the Second Lien Agent to perfect its Lien in the ABL Collateral Agentor the Second Lien Collateral, on behalf as applicable, the subordination of itself and the ABL Secured Parties, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby agree that: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the securing any ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by Obligations or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the New First Second Lien Collateral Agent or the New First Lien Secured Parties on the Common Collateral. The New First Lien Collateral Agent, for and on behalf of itself and each New First Lien Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Second Lien Obligations for all purposes regardless of whether the Obligations, as applicable, to any Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral Agent, for the benefit of itself and the New First Lien Secured Parties, has been granted Liens upon all of the Common Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and obligation of any Additional General Intercreditor Agreement).Borrower or

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of of, or any defect or deficiency in, or failure to perfect, any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to any New First Lien Collateral Agent or any New First Lien the Term Secured Parties in respect of all or any portion of the Common Collateral, Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or any New First Lien Collateral Agent (or for the benefit of the ABL Secured Parties or any Term Agent for the benefit of the New First Lien Term Secured Parties) on Parties in any Common Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code Debtor Relief Laws or any other applicable law, or of any of the ABL Documents or any of the New First Lien Term Documents, or (iv) whether the ABL Collateral Agent or any New First Lien Collateral Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and the New First Lien Collateral each Term Agent, on behalf of itself and the New First Lien applicable Term Secured Parties, hereby agree thatthat the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral: (1) any Lien in respect of all or any portion of the Common Collateral now or hereafter held by or on behalf of the New First Lien Collateral Agent or the New First Lien Secured Parties that secures all or any portion of the New First Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Priority Collateral Agent and the securing any ABL Secured Parties on the Common Collateral; and (2) any Lien in respect of all or any portion of the Common Collateral Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion agent or trustee therefor, regardless of the ABL Obligations how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects be senior and prior to any Lien now or hereafter held by any Term Secured Party on the ABL Priority Collateral securing any Term Obligations; and (2) any Lien on the Term Priority Collateral securing any Term Obligations now or hereafter held by or on behalf of any Term Agent, any Term Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Liens granted to now or hereafter held by the New First Lien Collateral Agent or the New First Lien ABL Secured Parties on the Common Collateral. The New First Lien Term Priority Collateral securing any ABL Obligations. (b) Each Term Agent, for and on behalf of itself and each New First Lien the applicable Term Secured PartyParties, expressly acknowledges and agrees that any Lien purported to be granted on any Common Collateral as security that, concurrently herewith, the ABL Agent, for the benefit of itself and the other ABL Obligations shall be deemed to be Secured Parties, has been, or may be, granted Liens upon all of the Term Priority Collateral and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any New First Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner. (b) each Term Agent hereby consents thereto. The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the New First Lien Collateral each Term Agent, for the benefit of itself and the New First Lien other Term Secured PartiesParties represented by it, has been been, or may be, granted Liens upon all of the Common ABL Priority Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the New First Lien Collateral Term Agent and the ABL Agent in favor of the ABL Collateral Agent one another as set forth herein shall not be deemed to subordinate any Term Agent’s Liens or the respective ABL Agent’s Liens to the Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties to Liens securing any other Obligations other than the ABL Obligations (subject to the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)Person.