Common use of Relative Priorities Clause in Contracts

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL Loan Documents or the Note Documents, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, hereby agree that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Collateral securing any ABL Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Note Senior Obligations or Junior Lien Obligations granted on the Junior Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, Law or the ABL Senior Loan Documents or the Note Junior Lien Documents, the ABL Agent, on behalf or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the ABL ClaimholdersJunior Collateral, and or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Notes AgentLiens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, on behalf of the Note Claimholders, hereby agree that: each Junior Secured Party agrees that (a) any Lien of the ABL Agent on the ABL Priority Junior Collateral securing the ABL Obligations, whether such Lien is any Senior Obligations now or hereafter held by or on behalf of the ABL Agent any Senior Secured Party or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Junior Collateral securing any Note Junior Lien Obligations; and , (b) any Lien of the Notes Agent on the Notes Priority Junior Collateral securing the Note Obligations, whether such any Junior Lien is Obligations now or hereafter held by any Junior Lender or on behalf of the Notes Agent, any other Note Claimholder Junior Lien Representative (or any other agent or trustee therefor, therefore) regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Notes Priority Junior Collateral securing any ABL Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Priority Obligations granted on the Collateral or of any Liens securing the ABL First Priority Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Second Priority Loan Documents or the Note Documentsany defect or deficiencies in, or failure to perfect, the ABL Liens securing the First Priority Obligations or the Second Priority Obligations or any other circumstance whatsoever, the Second Priority Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note ClaimholdersSecond Priority Creditors, hereby agree agrees that: (a) so long as the Discharge of First Priority Obligations has not occurred, any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is any First Priority Obligations now or hereafter held by or on behalf of the ABL First Priority Agent or any other ABL Claimholder First Priority Creditors or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Priority Obligations; and (b) so long as the Discharge of First Priority Obligations has not occurred, any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is any Second Priority Obligations now or hereafter held by or on behalf of the Notes Second Priority Agent, any other Note Claimholder or Second Priority Creditors, any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Priority Obligations. All Liens on the Collateral securing any First Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Priority Obligations for all purposes, whether or not such Liens securing any First Priority Obligations are subordinated to any Lien securing any other obligation of the Borrowers, any other Grantor or any other Person.

Relative Priorities. Irrespective of (a) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens Lien on any Shared Collateral securing any Pari Passu Lien Obligation, and notwithstanding any provision of the Note Obligations granted on the Collateral or Uniform Commercial Code of any Liens securing the ABL Obligations granted on the Collateral jurisdiction, any other applicable law or any Secured Credit Document, or any other circumstance whatsoever (includingbut, in each case, irrespective subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of whether its Related Secured Parties, agrees that Liens on any such Shared Collateral securing Pari Passu Lien is granted Obligations of any Class shall be of equal priority. (or secures Obligations relating b) Each Collateral Agent, for itself and on behalf of its Related Secured Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document to the periodcontrary (but subject to Section 2.02) before and (y) the date, time, method, manner or after the commencement order of grant, attachment or perfection of any Insolvency or Liquidation Proceeding) Lien on any Shared Collateral securing any Pari Passu Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any UCCjurisdiction, any other applicable law or any Secured Credit Document, or any other applicable lawcircumstance whatsoever (but, in each case, subject to Section 2.02), if an Event of Default has occurred and is continuing and (i) such Collateral Agent or the ABL Loan Documents any of its Related Secured Parties takes any action to enforce rights or the Note Documentsexercise remedies in respect of any Shared Collateral (including any such action referred to in Section 3.01(a)), the ABL Agent, on behalf (ii) any distribution is made in respect of any Shared Collateral in any Insolvency or Liquidation Proceeding of the ABL ClaimholdersBorrower or any other Grantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Shared Collateral obtained by such Collateral Agent or any of its Related Secured Parties on account of such enforcement of rights or exercise of remedies, and the Notes Agentany such distributions or payments received by such Collateral Agent or any of its Related Secured Parties (all such proceeds, on behalf of the Note Claimholdersdistributions and payments being collectively referred to as “Proceeds”), hereby agree thatshall be applied as follows: (ai) FIRST, to the payment of all amounts owing to and all costs and expenses incurred by any Collateral Agent, the Credit Agreement Administrative Agent and the Initial Additional Pari Passu Lien Collateral Agent (in their capacities as such), pursuant to the terms of any Secured Credit Document or in connection with any enforcement of rights or exercise of remedies pursuant thereto, including all court costs and the reasonable fees and expenses of agents and legal counsel and, in each case, including all costs and expenses incurred in enforcing its rights to obtain such payment; (ii) SECOND, subject to Section 2.02 to the payment in full of all Pari Passu Lien Obligations of each Class secured by a Lien on such Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Classes of Pari Passu Lien Obligations, ratably in accordance with the amounts of the ABL Agent Pari Passu Lien Obligations of each such Class on the ABL Priority Collateral securing the ABL Obligations, whether date of such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Obligationsapplication); and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Collateral securing any ABL Obligations.

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note First Lien Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL Loan Documents or the Note First Lien Documents, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, and each Additional First Lien Agent, on behalf of the Series of Additional First Lien Claimholders it represents, hereby agree that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note First Lien Obligations; and (b) any Lien of the Notes Agent First Lien Agents on the Notes Priority Collateral securing the Note First Lien Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes AgentFirst Lien Agents, any other Note First Lien Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Collateral securing any ABL Obligations.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection of any Liens securing the Note First Priority Obligations or Second Priority Obligations granted on the Pari Passu Collateral Accounts, (ii) the validity or enforceability of the security interests and Liens granted in favor of the Collateral Agent, any Liens securing the ABL Obligations granted First Priority Creditor or any Second Priority Creditor on the Pari Passu Collateral Accounts, (includingiii) the date on which any First Priority Obligations or Second Priority Obligations are extended, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the periodiv) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the ABL relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any First Priority Loan Documents Document or any Second Priority Loan Document (other than this Agreement), (vi) the Note Documentspossession or control by the Collateral Agent, any First Priority Creditor or any Second Priority Creditor or any bailee of all or any part of any Pari Passu Collateral Accounts as of the date hereof or otherwise, or (vii) any other circumstance whatsoever, the ABL First Priority Agent, on behalf of itself and the ABL ClaimholdersFirst Priority Creditors, and the Notes Second Priority Agent, on behalf of itself and the Note ClaimholdersSecond Priority Creditors, hereby agree that: (a) that any Lien of the ABL Agent on the ABL Pari Passu Collateral Accounts securing any First Priority Collateral securing the ABL Obligations, whether such Lien is Obligations or Second Priority Obligations now or hereafter held by or on behalf of the ABL Agent Collateral Agent, any First Priority Creditor or any other ABL Claimholder Second Priority Creditor or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior equal and ratable in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Collateral securing any ABL Obligationsrespects.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Second Lien Loan Documents or the Note Documentsany other circumstance whatsoever, the ABL Second Lien Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note ClaimholdersSecond Lien Secured Parties, hereby agree agrees that: : (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note of the Second Lien Obligations, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise; and and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Secured Parties or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Borrowers, any other Loan Party or any other Person. The Second Lien Collateral Agent for itself and on behalf of the Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as security for the First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, a fraudulent conveyance or legally or otherwise deficient in any manner.

Relative Priorities. Irrespective of (a) Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens in the ABL Collateral securing the Note Obligations granted on the Collateral Term Loan Debt or of any Liens in the ABL Collateral securing the ABL Obligations granted on the Collateral Debt (including, in each case, irrespective of notwithstanding whether any such Lien is granted (or secures Obligations Debt relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) with respect to an ABL Grantor and notwithstanding any contrary provision of any UCC, the UCC or any other applicable law, or the ABL Term Loan Documents or the Note DocumentsABL Documents or any defect or deficiencies in, or failure to attach or perfect, the ABL Agent, on behalf of Liens securing the ABL ClaimholdersDebt, or any other circumstance whatsoever, ABL Agent and the Notes Agent, on behalf of the Note Claimholders, Term Loan Agent hereby agree that: (ai) any Lien of with respect to the ABL Agent on the Collateral securing any ABL Priority Collateral securing the ABL ObligationsDebt, whether such Lien is now or hereafter held by or on behalf of of, or created for the benefit of, ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be senior in all respects and prior to any Lien on with respect to the ABL Priority Collateral securing (A) any Term Loan Debt or (B) any Excess ABL Debt; (ii) any Lien with respect to the ABL Collateral securing any Note Obligations; and (b) any Lien of the Notes Agent on the Notes Term Loan Priority Collateral securing the Note ObligationsDebt, whether such Lien is now or hereafter held by or on behalf of of, or created for the Notes Agentbenefit of, Term Loan Agent or any other Note Term Loan Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be senior (A) junior and subordinate in all respects to all Liens on with respect to the Notes Priority ABL Collateral securing any ABL ObligationsPriority Debt and (B) senior in all respects and prior to any Lien with respect to the ABL Collateral securing (1) any Excess ABL Debt or (2) any Excess Term Loan Debt; (iii) any Lien with respect to the ABL Collateral securing any Excess ABL Debt, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, ABL Agent or any other ABL Claimholder or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation, or otherwise, shall be (A) junior and subordinate in all respects to all Liens with respect to the ABL Collateral securing (1) any ABL Priority Debt or (2) any Term Loan Priority Debt and (B) be senior in all respects and prior to any Lien with respect to the ABL Collateral securing any Excess Term Loan Debt; and (iv) any Lien with respect to the ABL Collateral securing any Excess Term Loan Debt, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, Term Loan Agent or any other Term Loan Claimholder or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation, or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the ABL Collateral securing (A) any ABL Priority Debt, (B) any Term Loan Priority Debt, or (C) any Excess ABL Debt. (b) All Liens with respect to the ABL Collateral securing any ABL Priority Debt shall be and remain senior in all respects and prior to all Liens with respect to the ABL Collateral securing any Term Loan Debt or any Excess ABL Debt, in each case, for all purposes, whether or not such Liens securing any ABL Priority Debt are subordinated to any Lien securing any other obligation of any ABL Grantor or any other person (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit Agreement and the Term Loan Credit Agreement, or as contemplated in Section 6.2). All Liens with respect to the ABL Collateral securing any Term Loan Priority Debt shall be and remain senior in all respects and prior to all Liens with respect to the ABL Collateral securing any Excess ABL Debt or any Excess Term Loan Debt, in each case, for all purposes, whether or not such Liens securing any Term Loan Priority Debt are subordinated to any Lien securing any other obligation of any Term Loan Grantor or any other person (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit Agreement and the Term Loan Credit Agreement, or as contemplated in Section 6.2). All Liens with respect to the ABL Collateral securing any Excess ABL Debt shall be and remain senior in all respects and prior to all Liens with respect to the ABL Collateral securing any Excess Term Loan Debt for all purposes, whether or not such Liens securing any Excess ABL Debt are subordinated to any Lien securing any other obligation of any ABL Grantor or any other person (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit Agreement and the Term Loan Credit Agreement, or as contemplated in Section 6.2).

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Second Lien Loan Documents or the Note Documentsany defect or deficiencies in, or failure to perfect, the ABL Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection of any Liens securing the Note ABL Facility Obligations granted on the Collateral or of any Liens securing the ABL Term Loan Obligations granted on the Collateral Collateral, (including, ii) the validity or enforceability of the security interests and Liens granted in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement favor of any Insolvency Collateral Agent or Liquidation Proceedingany Secured Party on the Collateral, (iii) and notwithstanding the date on which any ABL Facility Obligations or Term Loan Obligations are extended, (iv) any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Facility Document or any Term Loan Documents Document (other than this Agreement), (vi) the possession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any Collateral as of the Note Documentsdate hereof or otherwise, (vii) any failure by any Collateral Agent or Secured Party to perfect its security interests in the ABL Collateral or (viii) any other circumstance whatsoever, each Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Claimholdersits respective Secured Parties, hereby agree agrees that: (aA) any Lien of the ABL Agent on the ABL Term Loan Priority Collateral securing the ABL Obligations, whether such Lien is any Term Loan Priority Obligations now or hereafter held by or on behalf of the ABL Term Loan Collateral Agent or any the other ABL Claimholder Term Loan Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Term Loan Priority Collateral securing any Note of the ABL Facility Obligations; and; (bB) any Lien of the Notes Agent on the Notes Term Loan Priority Collateral securing any of the Note Obligations, whether such Lien is ABL Facility Obligations now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder ABL Facility Collateral Agent or any other ABL Facility Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law or when court order, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Priority Obligations; (C) any Lien on the ABL Facility Priority Collateral securing any ABL Facility Priority Obligations now or hereafter held by or on behalf of the ABL Facility Collateral Agent or any other ABL Facility Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, in each case, shall be senior in all respects and prior to any Lien on the ABL Facility Priority Collateral securing any Term Loan Obligations; and (D) any Lien on the ABL Facility Priority Collateral securing any Term Loan Obligations, now or hereafter held by or on behalf of the Term Loan Collateral Agent or any other Term Loan Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law or court order, subrogation or otherwise, in each case, shall be junior and subordinate in all respects to all Liens on the Notes ABL Facility Priority Collateral securing any ABL Facility Priority Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Subordinated Lien Obligations granted on the Collateral or of any Liens securing the ABL Super Senior Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, the UCC or any other applicable law, law or the ABL Subordinated Lien Loan Documents or the Note Documentsany defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the ABL Liens securing the Super Senior Obligations, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Subordinated Lien Collateral Agent, for itself and on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholderseach other Subordinated Lien Claimholder, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is any Super Senior Obligations now or hereafter held by or on behalf of the ABL Super Senior Collateral Agent or any other ABL Claimholder Super Senior Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Subordinated Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Subordinated Lien is Obligations now or hereafter held by or on behalf of the Notes Subordinated Lien Collateral Agent, any other Note Claimholder Subordinated Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL Super Senior Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens securing the Note Second Lien Obligations granted on with respect to the Collateral or of any Liens securing the ABL First Lien Obligations granted on with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any contrary provision of the UCC or any UCCother applicable law or the Second Lien Debt Documents or any defect or deficiencies in, the Liens securing the First Lien Obligations, or any other applicable lawcircumstance whatsoever, or the ABL Loan Documents or the Note Documents, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, Second Lien Agent hereby agree agrees that: (a) subject to the last sentence of this Section 2.1, any Lien of with respect to the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Priority Obligations now or hereafter held by or on behalf of of, or created for the ABL benefit of, First Lien Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, therefor shall be senior in all respects and prior to any Lien on with respect to the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) subject to the last sentence of this Section 2.1, any Lien of with respect to the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of of, or created for the Notes benefit of, Second Lien Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, therefor shall be senior junior and subordinate in all respects to all Liens on with respect to the Notes Priority Collateral securing any ABL First Lien Priority Obligations. Subject to the last sentence of this Section 2.1, all Liens with respect to the Collateral securing any First Lien Priority Obligations shall be and remain senior in all respects and prior to all Liens with respect to the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Priority Obligations are subordinated to any Lien securing any other obligation of any Grantor or any other Person (but only to the extent that such subordination is permitted pursuant to the terms of the First Lien Debt Agreement and the Second Lien Debt Agreement, or as contemplated in Section 6.2). The foregoing and any other provision to the contrary contained in this Agreement notwithstanding, (i) the subordination of Liens provided for in this Agreement shall cease to be effective with respect to any part of the Collateral from and after the date on which the Liens of First Lien Agent and First Lien Claimholders are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction in a final, non-appealable order as a result of any action taken by First Lien Agent, or any failure by First Lien Agent to take any action, with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document, in which event Second Lien Agent and Second Lien Claimholders shall be entitled to receive and retain, from and after such date, all proceeds with respect to such Collateral to the extent the Liens of Second Lien Agent and Second Lien Claimholders are valid, enforceable, not void and allowed with respect to such Collateral, and (ii) except as expressly provided in this Agreement, First Lien Agent agrees not to contractually subordinate its Lien in any Collateral to the Lien of any other creditor of Grantors without the prior written consent of Second Lien Agent (which it shall be authorized to consent to based upon an affirmative vote of Second Lien Claimholders holding at least a majority in aggregate principal amount of the Second Lien Notes then outstanding); provided that such consent shall not be required so long as the principal amount of the indebtedness or other obligations to be secured by the Lien of such other creditor does not exceed $5,000,000 in the aggregate for all such Liens.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection of any Liens securing the Note ABL Obligations or the Notes Obligations granted on the TL Priority Collateral or of any Liens securing the ABL Term Obligations granted on the Collateral TL Priority Collateral, (including, ii) the validity or enforceability of the security interests and Liens granted in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement favor of any Insolvency Collateral Agent or Liquidation Proceedingany Secured Party on the TL Priority Collateral, (iii) and notwithstanding the date on which any ABL Obligations, Term Obligations or Notes Obligations is extended, (iv) any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Loan Documents Document, any Term Document or any Notes Document (other than this Agreement), (vi) the Note Documentspossession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any TL Priority Collateral as of the date hereof or otherwise, or (vii) any other circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL ClaimholdersSecured Parties, and the Notes Collateral Agent, on behalf of itself and the Note Claimholders, Notes Secured Parties hereby agree that: (ai) any Lien on the TL Priority Collateral securing any Term Obligations now or hereafter held by or on behalf of the Term Collateral Agent or any Term Secured Parties 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 (x) any Lien on the TL Priority Collateral securing any of the ABL Agent Obligations and (y) any Lien on the ABL TL Priority Collateral securing any of the ABL Notes Obligations, whether such ; (ii) any Lien is on the TL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent, any ABL Secured Parties, the Notes Collateral Agent, any Notes Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the TL Priority Collateral securing any Term Obligations; (iii) any Lien on the TL Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any other ABL Claimholder Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL TL Priority Collateral securing any Note of the Notes Obligations; and (biv) any Lien of the Notes Agent on the Notes TL Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Collateral Agent, any other Note Claimholder Notes Secured Party or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes TL Priority Collateral securing any ABL Obligations. All Liens on the TL Priority Collateral securing any Term Obligations shall be and remain senior in all respects and prior to all Liens on the TL Priority Collateral securing (x) any ABL Obligations and (y) any Notes Obligations for all purposes, whether or not such Liens securing any Term Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. All Liens on the TL Priority Collateral securing any ABL Obligations shall be and shall remain senior in all respects and prior to all Liens on the TL Priority Collateral securing any Notes Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL Loan Documents or the Note DocumentsDocuments or any defect or deficiencies in, or failure to attach or perfect, the Liens securing the ABL Obligations or the Note Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, hereby agree that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Obligations; and (b) any Lien of the Notes Agent on the Notes Note Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Note Priority Collateral securing any ABL Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing granted to First Lien Agent or the Note Obligations granted on the Collateral First Lien Secured Parties or of Second Lien Agent or any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Second Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) Secured Party and notwithstanding any provision of any the UCC, or any other applicable law, law or any provisions of the ABL Loan First Lien Documents or the Note Documents, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, hereby agree thatSecond Lien Documents or any other circumstance whatsoever: (a) Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties for whom it is acting as agent, hereby agrees that: (A) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such First Lien is Debt now or hereafter held by or for the benefit or on behalf of the ABL Agent any First Lien Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other ABL Claimholder respects to any Lien on the Collateral securing the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Second Lien Secured Party or any other agent or trustee therefor, ; and (B) any Lien (if any) on the Collateral securing any of the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Second Lien Secured Party or any agent or trustee therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects junior and prior to any Lien on the ABL Priority Collateral securing any Note Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL ObligationsFirst Lien Debt. (b) All Liens on the Collateral securing any First Lien Debt shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Debt for all purposes, whether or not such Liens securing any First Lien Debt are subordinated to any Lien securing any other obligation of any Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection of any Liens securing the Note Term Obligations or the Notes Obligations granted on the ABL Priority Collateral or of any Liens securing the ABL Obligations granted on the Collateral ABL Priority Collateral, (including, ii) the validity or enforceability of the security interests and Liens granted in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement favor of any Insolvency Collateral Agent or Liquidation Proceedingany Secured Party on the ABL Priority Collateral, (iii) and notwithstanding the date on which any ABL Obligations, Term Obligations or Notes Obligations are extended, (iv) any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Loan Documents Document, any Term Document or any Notes Document (other than this Agreement), (vi) the Note Documentspossession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any ABL Priority Collateral as of the date hereof or otherwise, or (vii) any other circumstance whatsoever, the ABL Term Collateral Agent, on behalf of itself and the ABL ClaimholdersTerm Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Note ClaimholdersNotes Secured Parties, hereby agree that: (ai) any Lien of the ABL Agent on the ABL Priority Collateral securing the any ABL Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any other ABL Claimholder Secured Parties or any other agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or when otherwise, shall be senior in all respects and prior to (x) any Lien on the ABL Priority Collateral securing any of the Term Obligations and (y) any Lien on the ABL Priority Collateral securing any of the Notes Obligations; (ii) any Lien on the ABL Priority Collateral now or hereafter held by or on behalf of the Term Collateral Agent, any Term Secured Parties, the Notes Collateral Agent, any Notes Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any ABL Obligations; (iii) any Lien on the ABL Priority Collateral securing any Term Obligations now or hereafter held by or on behalf of the Term Collateral Agent or any Term Secured Parties 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 Lien on the ABL Priority Collateral securing any Note of the Notes Obligations; and (biv) any Lien of the Notes Agent on the Notes ABL Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Collateral Agent, any other Note Claimholder Notes Secured Party or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes ABL Priority Collateral securing any Term Obligations. All Liens on the ABL Priority Collateral securing any ABL ObligationsObligations shall be and remain senior in all respects and prior to all Liens on the ABL Priority Collateral securing (x) any Term Obligations and (y) any Notes Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. All Liens on the ABL Priority Collateral securing any Term Obligations shall be and remain senior in all respects and prior to all Liens on the ABL Priority Collateral securing any Notes Obligations for all purposes, whether or not such Liens securing any Term Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective (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 Credit Collateral Agent or the Lenders in respect of all or any portion of the Collateral or of any Liens granted to the Notes Collateral Agent or the other Notes 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 Credit Collateral Agent or the Notes Collateral Agent (or Lenders or Notes Secured Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of the Credit Documents or the Notes Documents, (iv) whether the Credit Collateral Agent or 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 Collateral, (v) the fact that any such Liens in favor of the Credit Collateral Agent or the Lenders or the Notes Collateral Agent or the Notes Secured Parties securing any of the Credit Agreement Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Grantor other than the Notes Obligations or the Credit Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance of any kind or nature whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Secured Party agrees that Liens on any Common Collateral securing the Credit Obligations and the Notes Obligations shall be of equal priority. (b) Each Secured Party agrees that, notwithstanding (x) any provision of any Credit Document or Notes Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Liens Lien on any Common Collateral securing any Credit Obligation or Notes Obligation, and notwithstanding any provision of the Note Obligations granted on the Collateral or Uniform Commercial Code of any Liens securing the ABL Obligations granted on the Collateral jurisdiction, any other applicable law or any Credit Document or Notes Document, or any other circumstance whatsoever (includingbut, in each case, irrespective subject to Section 2.02), if (i) such Secured Party takes any action to enforce rights or exercise remedies in respect of whether any Common Collateral (including any such Lien action referred to in Section 3.01(a)), or (ii) any distribution (whether in cash, securities or other property) is granted (or secures Obligations relating to the period) before or after the commencement made in respect of any Common Collateral in any Insolvency or Liquidation ProceedingProceeding of the Company or any other Grantor, then the proceeds of any sale, collection or other liquidation of any Common Collateral obtained by such Secured Party on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Secured Party (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows: (i) FIRST, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Common Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under any Credit Document or Notes Document by any Secured Party; (ii) SECOND, subject to Section 2.02, to the payment in full of all other Credit Obligations (other than Excess Credit Obligations) and notwithstanding Notes Obligations secured by a Lien on such Common Collateral at the time due and payable (the amounts so applied to be distributed, as among such Credit Obligations and Notes Obligations ratably in accordance with the amounts of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations outstanding on the date of such application); (iii) THIRD, after payment in full of the Credit Obligations (other than Excess Credit Obligations) and Notes Obligations, to the payment in full of the Excess Credit Obligations in accordance with the applicable Credit Documents; (iv) FOURTH, after payment in full of all the Excess Credit Obligations, to the Company or its successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. (c) It is acknowledged that the Credit Obligations and the Notes Obligations may, subject to the limitations set forth in the then extant Credit Documents or Notes Documents, as applicable, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(b) or the provisions of this Agreement defining the relative rights of the Secured Parties. (d) Neither Collateral Agent shall be required to marshal any provision present or future collateral security (including, but not limited to, the Common Collateral) for, or other assurances of any UCCpayment of, the Credit Obligations or the Notes Obligations, as applicable, or any of them or to resort to such collateral security or other applicable lawassurances of payment in any particular order. To the extent it may lawfully do so, each Grantor agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the ABL Loan Documents or enforcement of any Secured Party’s rights and remedies under any Secured Credit Document, and to the Note Documentsextent it lawfully may, each Grantor hereby irrevocably waives the ABL benefit of such laws. (e) The Credit Collateral Agent, for and on behalf of itself and the ABL ClaimholdersLenders, acknowledges and agrees that, prior hereto, Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Common Collateral in which the Credit Collateral Agent has also been granted Liens and the Credit Collateral Agent hereby consents thereto. The Notes Collateral Agent, for and on behalf of itself and the Note ClaimholdersNotes Secured Parties, hereby agree acknowledges and agrees that: (a) any Lien , concurrently herewith, the Credit Collateral Agent, for the benefit of itself and the Credit Secured Parties, has been granted Liens upon all of the ABL Agent on the ABL Priority Common Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Obligations; and (b) any Lien of which the Notes Collateral Agent on has been granted Liens and the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Collateral securing any ABL ObligationsAgent hereby consents thereto.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Fixed Asset Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCCUCC or the PPSA, or any other applicable law, law or the ABL Loan Documents or the Note DocumentsFixed Asset Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the ABL Obligations or Fixed Asset Obligations or any other circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and/or the ABL Claimholders, and the Notes each Fixed Asset Collateral Agent, on behalf of itself and/or the Note applicable Fixed Asset Claimholders, hereby agree each agrees that: (a) any Lien of the ABL Collateral Agent on the ABL Priority Collateral securing the ABL ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the ABL Collateral Agent or any other ABL Claimholder Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the ABL Priority Collateral securing any Note ObligationsFixed Asset Obligations and, accordingly, each Fixed Asset Collateral Agent and each Fixed Asset Claimholder, as applicable, cedes priority of rank of their respective Liens in favour of any Lien of the ABL Collateral Agent and, as applicable, any Lien of the ABL Claimholders, in all respects necessary to achieve the foregoing priority; and (b) any Lien of the Notes any Fixed Asset Collateral Agent on the Notes Fixed Asset Priority Collateral securing the Note ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the Notes such Fixed Asset Collateral Agent, any other Note Fixed Asset Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens on the Notes Fixed Asset Priority Collateral securing any ABL ObligationsObligations and, accordingly, the ABL Collateral Agent and each ABL Claimholder, as applicable, cedes priority of rank of their respective Liens in favour of any Lien of each Fixed Asset Collateral Agent and, as applicable, any Lien of the Fixed Asset Claimholders, in all respects necessary to achieve the foregoing priority.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral, of any Liens securing the Indenture Obligations granted on the Collateral or of any Liens securing the ABL Super Priority Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Second Lien Loan Documents or the Note DocumentsIndenture Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Super Priority Obligations or the Indenture Obligations or any other circumstance whatsoever, each of the Collateral Agent, on behalf of itself and the ABL Indenture Claimholders, and the Notes Second Priority Agent, on behalf of itself and the Note Second Lien Claimholders, hereby agree agrees that: (a) so long as the Discharge of Super Priority Obligations has not occurred, any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is any Super Priority Obligations now or hereafter held by or on behalf of the ABL Super Priority Agent or any other ABL Claimholder Super Priority Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Indenture Obligations or any Second Lien Obligations; and; (b) so long as the Discharge of Super Priority Obligations has not occurred, any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Indenture Obligations or any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Collateral Agent, any other Note Claimholder Indenture Claimholders, any agent or trustee therefor, the Second Priority Agent, any Second Lien Claimholders or any other agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or when otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any Super Priority Obligations. All Liens on the Collateral securing any Super Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Indenture Obligations and any Second Lien Obligations for all purposes, whether or not such Liens securing any Super Priority Obligations are subordinated to any Lien securing any other obligation of the Borrowers, any other Grantor or any other Person; (c) so long as the Discharge of Indenture Obligations has not occurred, any Lien on the Collateral securing any Indenture Obligations now or hereafter held by or on behalf of the Collateral Agent or any Indenture Claimholders 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 Lien on the Collateral securing any Second Lien Obligations; and (d) so long as the Discharge of Indenture Obligations has not occurred, any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Priority Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL Indenture Obligations. All Liens on the Collateral securing any Indenture Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any Indenture Obligations are subordinated to any Lien securing any other obligation of the Borrowers, any other Grantor or any other Person. For all purposes of this Agreement, the Collateral Agent shall not be charged with notice or knowledge of the Discharge of Super Priority Obligations unless and until it shall have received written notice thereof from a Grantor or the Super Priority Agent.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the TL Priority Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Liens securing the Term Obligations granted on the TL Priority Collateral, (ii) the validity or Liquidation Proceedingenforceability of the security interests and Liens granted in favor of any Collateral Agent or any Secured Party on the TL Priority Collateral, (iii) and notwithstanding the date on which any ABL Obligations or Term Obligations is extended, (iv) any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Loan Documents Document or any Term Document (other than this Agreement), (vi) the Note Documentspossession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any TL Priority Collateral as of the date hereof or otherwise, or (vii) any other circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Claimholders, and the Notes Agent, on behalf of the Note ClaimholdersSecured Parties, hereby agree agrees that: (ai) any Lien of the ABL Agent on the ABL TL Priority Collateral securing the ABL Obligations, whether such Lien is any Term Obligations now or hereafter held by or on behalf of the ABL Term Collateral Agent or any other ABL Claimholder Term Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL TL Priority Collateral securing any Note of the ABL Obligations; and (bii) any Lien of the Notes Agent on the Notes TL Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder ABL Collateral Agent or any other ABL Secured Parties or any agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes TL Priority Collateral securing any Term Obligations. All Liens on the TL Priority Collateral securing any Term Obligations shall be and remain senior in all respects and prior to all Liens on the TL Priority Collateral securing any ABL ObligationsObligations for all purposes, whether or not such Liens securing any Term Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Term Priority Lien Obligations granted on the Collateral, of any Liens securing the Subordinated Lien Obligations granted on the Collateral or of any Liens securing the ABL Revolving Credit Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, law or the ABL Revolving Credit Loan Documents, the Term Priority Lien Documents or the Note DocumentsSubordinated Lien Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Obligations, Term Priority Lien Obligations or Subordinated Lien Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and/or the ABL Revolving Credit Claimholders, and the Notes AgentCollateral Trustee, on behalf of itself and/or the Note Term Priority Lien Claimholders and/or the Subordinated Lien Claimholders, hereby agree that: (a) each agrees that any Lien of the ABL Revolving Credit Collateral Agent on the ABL Priority Collateral securing the ABL ObligationsRevolving Credit Collateral, whether such Lien is now or hereafter held by or on behalf of the ABL Revolving Credit Collateral Agent or any other ABL Revolving Credit Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Revolving Credit Collateral securing any Note Obligations; and (b) any Term Priority Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Obligations or Subordinated Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Collateral securing any ABL Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of the UCC or any UCCother applicable law or the Second Lien 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 First Lien Obligations, the subordination of such Liens to any other Liens, or any other applicable lawcircumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the ABL Loan Documents Company or the Note Documentsany other Grantor, the ABL each Second Lien Collateral Agent, for itself and on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholderseach other applicable Second Lien Claimholder, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes any Second Lien Collateral Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person; and (c) the Liens securing each of the Initial Second Lien Obligations and the Royalty Obligations on the Collateral shall be of equal priority, subject to Sections 4.1 and 5.2.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Secured Debt Obligations granted on the Collateral or of any Liens securing the ABL Revolving Credit Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, law or the ABL Revolving Credit Loan Documents or the Note DocumentsSecured Debt Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Obligations or Secured Debt Obligations or any other circumstance whatsoever, the Revolving Credit Agent, on behalf of itself and/or the ABL Revolving Credit Claimholders, the Collateral Trustee and the Notes Agenteach Secured Debt Representative, for itself on behalf of the Note Claimholders, respective Secured Debt Claimholders hereby agree each agrees that: (a) any Lien of the ABL Revolving Credit Agent on the ABL Priority Collateral securing the ABL ObligationsRevolving Credit Collateral, whether such Lien is now or hereafter held by or on behalf of the ABL Revolving Credit Agent or any other ABL Revolving Credit Claimholder or any other agent or trustee therefortherefore, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Revolving Credit Collateral securing any Note Secured Debt Obligations; and (b) any Lien of the Notes Agent Collateral Trustee or any Secured Debt Representative on the Notes Priority Shared Collateral securing or the Note ObligationsSeparate Collateral, whether such Lien is now or hereafter held by or on behalf of the Notes AgentCollateral Trustee or any Secured Debt Representative, any other Note Secured Debt Claimholder or any other agent or trustee therefor, therefore regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all any Liens on the Notes Priority Shared Collateral securing or Separate Collateral which may secure any ABL Revolving Credit Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of (i) any Liens securing the Note Subordinated Lien Obligations granted on the Collateral or of (ii) any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable lawlaw or any Subordinated Lien Document or any defect or deficiencies in, or the ABL Loan Documents failure to perfect or the Note Documentslapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the ABL AgentLiens securing the First Lien Obligations or any other circumstance whatsoever, the Subordinated Collateral Trustee, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note all Subordinated Lien Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Subordinated Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Subordinated Lien is Obligations now or hereafter held by or on behalf of the Notes AgentSubordinated Collateral Trustee, any other Note Claimholder Subordinated Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Subordinated Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection of any Liens securing the Note Term Obligations granted on the ABL Priority Collateral or of any Liens securing the ABL Obligations granted on the Collateral ABL Priority Collateral, (including, ii) the validity or enforceability of the security interests and Liens granted in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement favor of any Insolvency Collateral Agent or Liquidation Proceedingany Secured Party on the ABL Priority Collateral, (iii) and notwithstanding the date on which any ABL Obligations or Term Obligations are extended, (iv) any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Document or any Term Document (other than this Agreement), (vi) or the possession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any ABL Loan Documents Priority Collateral as of the date hereof or the Note Documentsotherwise, or (vii) any other circumstance whatsoever, the ABL Term Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note ClaimholdersTerm Secured Parties, hereby agree agrees that: (ai) any Lien of the ABL Agent on the ABL Priority Collateral securing the any ABL Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any other ABL Claimholder Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note of the Term Obligations; and (bii) any Lien of the Notes Agent on the Notes ABL Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder Term Collateral Agent or any other Term Secured Parties or any agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes ABL Priority Collateral securing any ABL Obligations. All Liens on the ABL Priority Collateral securing any ABL Obligations shall be and remain senior in all respects and prior to all Liens on the ABL Priority Collateral securing any Term Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Fixed Asset Obligations granted on the Collateral or of any Liens securing the ABL Revolving Credit Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, law or the ABL Revolving Credit Loan Documents or the Note DocumentsFixed Asset Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Obligations or Fixed Asset Obligations, and whether or not such Liens securing, or purporting to secure, any Revolving Credit Obligations or Fixed Asset Obligations are subordinated to any Lien securing any other obligation of the Borrowers, or any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and/or the ABL Revolving Credit Claimholders, and the Notes each Fixed Asset Collateral Agent, on behalf of itself and/or the Note applicable Fixed Asset Claimholders, hereby agree each agrees that: (a) any Lien of the ABL Revolving Credit Collateral Agent on the ABL Priority Collateral securing the ABL ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the ABL Revolving Credit Collateral Agent or any other ABL Claimholder Revolving Credit Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the ABL Priority Collateral securing or purporting to secure any Note Fixed Asset Obligations; and (b) any Lien of the Notes any Fixed Asset Collateral Agent on the Notes Priority Collateral securing the Note ObligationsFixed Asset Collateral, whether such Lien is now or hereafter held by or on behalf of the Notes such Fixed Asset Collateral Agent, any other Note Fixed Asset Claimholder or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Fixed Asset Collateral securing or purporting to secure any ABL Revolving Credit Obligations.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, attachment creation, attachment, validity, enforceability or perfection of any Liens securing the Note Obligations granted on in the Collateral or of any Liens securing the ABL Obligations, the Senior Note Obligations granted or the Junior Note Obligations, (ii) the date on the Collateral which any ABL Obligations, any Senior Note Obligations or any Junior Note Obligations are extended, (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the periodiii) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, the PPSA or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (iv) any provision set forth in any ABL Loan Documents Document, any Senior Note Document or any Junior Note Document (other than this Agreement), or (v) the Note Documentspossession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any Collateral as of the date hereof or otherwise, the ABL each Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Claimholdersits respective other Secured Parties, hereby agree agrees that:: ​ ​ ​ (ai) any Lien of the ABL Agent on with respect to the ABL Priority Collateral securing the any ABL Obligations, whether such Lien is Priority Obligations now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by xxxxx, possession, statute, operation of law, subrogation, or otherwise, shall be senior in all respects and prior to any Liens with respect to the ABL Priority Collateral securing (A) any Senior Note Obligations, (B) any Junior Note Obligations and (C) any Excess ABL Debt; (ii) any Lien with respect to the ABL Priority Collateral securing any Note Priority Obligations now or hereafter held by or on behalf of the Note Agents or any other Note Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by xxxxx, possession, statute, operation of law, subrogation or otherwise, shall be (A) junior and subordinate in all respects to all Liens with respect to the ABL Priority Collateral securing any ABL Priority Obligations and (B) senior in all respects and prior to any Liens with respect to the ABL Priority Collateral securing (1) any Excess ABL Debt, (2) any Excess Senior Note Debt and (3) any Excess Junior Note Debt; (iii) any Lien with respect to the Note Priority Collateral securing any Note Priority Obligations now or hereafter held by or on behalf of the Note Agents or any other Note Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien Liens on the Note Priority Collateral securing (A) any ABL Obligations, (B) any Excess Senior Note Debt and (C) any Excess Junior Note Debt; (iv) any Lien with respect to the Note Priority Collateral securing any Note Obligations; and (b) any Lien of the Notes Agent on the Notes ABL Priority Collateral securing the Note Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder ABL Agent or any other ABL Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall be (A) junior and subordinate in all respects to any Liens on the Note Priority Collateral securing any Note Priority Obligations and (B) senior in all respects and prior to all any Lien on the Note Priority Collateral securing (1) any Excess ABL Obligations, (2) any Excess Senior Note Debt and (3) any Excess Junior Note Debt. Notwithstanding anything to the contrary in this Agreement, the priorities of any Liens on the Notes Note Priority Collateral securing the Senior Note Obligations and the Junior Note Obligations, as between them, shall be governed by and subject to the Notes Intercreditor Agreement. The priorities of the Liens provided in this Section 2.1(a) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement, refunding or refinancing of the ABL Documents and/or the ABL Obligations, the Senior Note Documents and/or the Senior Note Obligations, or the Junior Note Documents and/or the Junior Note Obligations, nor by any action or inaction which any ABL Obligations.Secured Party, Senior Note Secured Party and/or Junior Note Secured Party may take or fail to take in respect of the Collateral. Notwithstanding any failure by any Collateral Agent to perfect its security interests in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to such Collateral Agent, the priority and rights as between the Liens of the ABL Agent, the Liens of the Senior Note Agent, and the Liens of the Junior Note Agent shall be as set forth herein. ​

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens in the Collateral securing the Note Obligations granted on the Collateral Loan Document Priority Debt or of any Liens in the Collateral securing the ABL Obligations granted on the Collateral (Txxxxxx Debt – including, in each case, irrespective of notwithstanding whether any such Lien is granted (or secures Obligations Txxxxxx Debt or Loan Document Priority Debt relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) Proceeding – and notwithstanding any contrary provision of the UCC or any UCCother applicable law or the Loan Documents or any defect or deficiencies in, or failure to attach or perfect, the Liens securing the Txxxxxx Debt, or any other applicable lawcircumstance whatsoever, or the ABL Loan Documents or the Note Documents, the ABL Agent, on behalf of the ABL Claimholders, Txxxxxx and the Notes Agent, on behalf of the Note Claimholders, Agent hereby agree that: : (a) any Lien of with respect to the ABL Agent on the ABL Priority Collateral securing the ABL Obligationsany Loan Document Priority Debt, whether such Lien is now or hereafter held by or on behalf of of, or created for the ABL Agent benefit of, Txxxxxx or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be senior in all respects and prior to any Lien on with respect to the ABL Priority Collateral securing any Note ObligationsTxxxxxx Debt and any Excess Loan Document Debt; and and (b) any Lien of with respect to the Notes Agent on the Notes Priority Collateral securing the Note Obligationsany Txxxxxx Debt, whether such Lien is now or hereafter held by or on behalf of of, or created for the Notes Agentbenefit of, Agent or any other Note Loan Document Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be junior and subordinate in all respects to any Lien with respect to the Collateral securing any Loan Document Priority Debt and senior in all respects and prior to all Liens on any Lien with respect to the Notes Priority Collateral securing any ABL ObligationsExcess Loan Document Debt.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Third Lien Obligations granted on the Collateral or of any Liens securing the ABL Senior Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of the UCC or any UCCother applicable law or the Third Lien Loan 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 Senior Obligations, the subordination of such Liens to any other Liens, or any other applicable lawcircumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the ABL Loan Documents Company or the Note Documentsany other Grantor, the ABL each Third Lien Representative, and each Third Lien Collateral Agent, for itself and on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholderseach other Third Lien Claimholder represented by it, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is any Senior Obligations now or hereafter held by or on behalf of the ABL any Senior Representative, any Senior Collateral Agent or any other ABL Claimholder Senior Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note the Third Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Third Lien is Obligations now or hereafter held by or on behalf of the Notes Third Lien Representative, the Third Lien Collateral Agent, any other Note Claimholder Third Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Third Lien Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Obligations granted or purported to be granted on the Collateral or of any Liens securing the ABL First Lien Obligations, the Second Lien Obligations granted on or the Collateral (includingThird Lien Obligations, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of the UCC or any UCCother applicable law or the First Lien Credit Documents, the Second Lien Credit Documents or the Third Lien Credit 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 First Lien Obligations, the Second Lien Obligations or the Third Lien Obligations, or any other applicable lawcircumstance whatsoever, whether or the ABL Loan Documents not any Insolvency or the Note DocumentsLiquidation Proceeding has been commenced by or against any Grantor, the ABL AgentSubordinated Collateral Agents, on behalf of the ABL Claimholders, themselves and the Notes Agent, on behalf of the Note Subordinated Claimholders, hereby agree that: (a) any Any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL Agent First Lien Collateral Agent, any First Lien Claimholders or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations or any Third Lien Obligations; and. (b) any Any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or when otherwise, (i) shall be junior and subordinate in all respects to any Lien on the Collateral securing any First Lien Obligations and (ii) shall be senior in all respects and prior to any Lien on the Collateral securing any Third Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of any Grantor or any other Person. (c) Any Lien on the Collateral securing any Third Lien Obligations now or hereafter held by or on behalf of the Third Lien Claimholder or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the Collateral securing any First Lien Obligations or any Second Lien Obligations. All Liens on the Collateral securing any First Lien Obligations or any Second Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Notes Priority Collateral securing any ABL ObligationsThird Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations or any Second Lien Obligations are subordinated to any Lien securing any other obligation of any Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any statutory, decisional or other applicable lawlaw that would provide for a contrary ordering of priorities, or the ABL Second Lien Loan Documents or the Note Documentsany defect or deficiencies in, or failure to perfect, the ABL Liens securing the First Lien Obligations or any other circumstance whatsoever, each of the Grantors, the First Lien Collateral Agent, and the Second Lien Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree acknowledges and agrees that: (a) any Lien of the ABL Agent purported to be granted on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be “first” priority and senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) any Lien of the Notes Agent purported to be granted on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior “second” priority and junior and subordinate and subject in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens securing (or purportedly securing) the Note Revolving Obligations granted on with respect to the Collateral or of any Liens securing (or purportedly securing) the ABL Notes Obligations granted on with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any contrary provision of the UCC or any UCCother applicable law or the Revolving Loan Documents or the Notes Documents, as applicable, or any defect or deficiencies in, or failure to attach or perfect, the Liens securing (or purportedly securing) any of the Obligations, or any other applicable law, or the ABL Loan Documents or the Note Documentscircumstance whatsoever, the ABL Agent, on behalf of the ABL Claimholders, Notes Collateral Agent and the Notes Agent, on behalf of the Note Claimholders, Revolving Collateral Agent hereby agree that: (a) any Lien of with respect to the ABL Agent on the ABL Revolving Priority Collateral securing the ABL Obligations, whether such Lien is any Revolving Obligations now or hereafter held by or on behalf of of, or created for the ABL benefit of, the Revolving Collateral Agent or any other ABL Claimholder Revolving Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on with respect to the ABL Revolving Priority Collateral securing any Note Notes Obligations; and; (b) any Lien of the Notes Agent on with respect to the Notes Priority Collateral securing the Note Obligations, whether such Lien is any Notes Obligations now or hereafter held by or on behalf of of, or created for the benefit of, the Notes Agent, any other Note Claimholder Collateral Agent or any other Notes Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens on any Lien with respect to the Notes Priority Collateral securing any ABL Revolving Obligations; (c) any Lien with respect to the Revolving Priority Collateral securing any Notes Obligations now or hereafter held by or on behalf of, or created for the benefit of, the Notes Collateral Agent, any Notes Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Revolving Priority Collateral securing any Revolving Obligations; and (d) any Lien with respect to the Notes Priority Collateral securing any Revolving Obligations now or hereafter held by or on behalf of, or created for the benefit of, the Revolving Collateral Agent, any Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Notes Priority Collateral securing any Notes Obligations. The subordination of Liens provided for in this Agreement shall continue to be effective with respect to any part of the Collateral from and after the date hereof whether such Liens are avoided, declared, or ruled to be, invalid, unenforceable, void, equitably subordinated or not allowed by a court of competent jurisdiction, as a result of any action taken by any Notes Claimholder or any Revolving Claimholder, as applicable, or any failure by such person to take any action, with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document or requirement.

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note First Lien Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL Loan Documents or the Note First Lien Documents, the ABL Agent, on behalf of the ABL Claimholders, and the Credit Agreement Agent, on behalf of the Cash Flow Credit Claimholders, the Notes Agent, on behalf of the Note Claimholders, and any Additional First Lien Agent, on behalf of any Additional First Lien Claimholders, hereby agree that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note First Lien Obligations; and (b) any Lien of the Notes Agent First Lien Agents on the Notes First Lien Priority Collateral securing the Note First Lien Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes AgentFirst Lien Agents, any other Note First Lien Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes First Lien Priority Collateral securing any ABL Obligations.

Relative Priorities. Irrespective of (a) Notwithstanding the date, time, method, manner or order of recognition, creation, grant, attachment or perfection (including, without limitation, the order of filing or recordation of any mortgage, financing statement or other document or notice in any jurisdiction or under any applicable law) of any Liens securing the Note First Priority Obligations granted on the Collateral or of any Liens securing the ABL Second Priority Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, other laws of the United States or the laws of Mexico or any other applicable law, or Requirement of Law and notwithstanding any provision of the ABL Loan First Priority Documents or the Note DocumentsSecond Priority Documents or any defect or deficiencies in, or failure to perfect, the ABL AgentLiens securing the First Priority Obligations or any other circumstance whatsoever (including whether or not any Liens securing any First Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person), each of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, each on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note other Second Priority Claimholders, hereby agree that: (ab) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of or purportedly granted to the ABL Agent First Priority Collateral Trustee, any First Priority Claimholders or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwiseotherwise (including any Lien permitted by Section 2.4 hereof), on the Collateral to secure any First Priority Obligations, shall at all times and under all circumstances and in all respects be senior in all respects priority, operation and prior effect, to any Lien now or hereafter existing, arising or purportedly granted on the ABL Collateral to secure any Second Priority Collateral securing any Note Obligations; and; (bc) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of or purportedly granted to the Notes AgentSecond Priority Collateral Trustee, any other Note Claimholder Second Priority Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwiseotherwise (including any Lien permitted by Section 2.4 hereof), on the Collateral to secure any Second Priority Obligations shall be senior under all circumstances and in all respects be subject to all Liens and subordinate and junior in priority, operation and effect to any Lien now or hereafter existing, arising or purportedly granted on the Notes Collateral to secure any First Priority Obligations; and (d) any enforcement of the Liens securing the Second Priority Obligations and any payments of the Second Priority Obligations from the Collateral securing (other than Excluded Payments) shall be subject to the prior payment in full of the First Priority Obligations, and the proceeds of any ABL ObligationsCollateral shall be applied to indefeasibly pay all First Priority Obligations until the Discharge of First Priority Obligations has occurred, and no proceeds shall be applied to any Second Priority Obligations until the Discharge of First Priority Obligations has occurred.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral Collateral, (includingii) any provision of the UCC, or any applicable Bankruptcy Law or any other applicable law or this Agreement, the First Lien Documents or the Second Lien Documents, (iii) any defect or deficiencies in, or failure to perfect or lapse in each caseperfection of, irrespective or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the First Lien Obligations, the subordination of such Liens to any other Liens, or (iv) any other circumstance whatsoever, whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of not any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, Proceeding has been commenced by or against the Borrower or any other applicable lawGrantor, or the ABL Loan Documents or the Note Documents, the ABL Agenteach Second Lien Representative, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note ClaimholdersSecond Lien Secured Parties represented by it, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL Agent any First Lien Representative or any other ABL Claimholder First Lien Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations and any Excess First Lien Obligations; and; (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of any Second Lien Representative or any Second Lien Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Notes AgentCollateral securing any First Lien Obligations (other than, for the avoidance of doubt, Excess First Lien Obligations). All Liens on the Collateral securing any First Lien Obligations (other than, for the avoidance of doubt, Excess First Lien Obligations) shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any such First Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Note Claimholder Grantor or any other Person; (c) any Lien on the Collateral securing Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Representative or any Second Lien Secured Parties or any agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens any Lien on the Notes Priority Collateral securing any ABL of the Excess First Lien Obligations. Subject to the other terms and provisions of this Agreement, the priorities of the Liens provided in Section 2.1 shall not be altered or otherwise affected by (a) any Refinancing of the First Lien Obligations or the Second Lien Obligations or (b) any action or inaction which any First Lien Secured Party or any Second Lien Secured Party may take or fail to take in respect of the Collateral. Each Second Lien Representative, for itself and on behalf of its Second Lien Secured Parties, agrees and acknowledges that (i) a portion of the First Lien Obligations 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 and subsequently reborrowed, (ii) the terms of the First Lien Documents and the First Lien Obligations may be amended, supplemented or otherwise modified, and the First Lien Obligations, or a portion thereof, may be Refinanced from time to time subject to the provisions hereof and (iii) the aggregate amount of the First Lien Obligations may be increased (subject to any limitations with respect thereto set forth in the Second Lien Documents and in this Agreement), in each case, without notice to or consent by the Designated Second Lien Representative or the Second Lien Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. As between the Borrower and the other Grantors and the Second Lien Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of the Borrower and the other Grantors contained in any Second Lien Document with respect to the incurrence of additional First Lien Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note ABL Obligations granted and/or the Fixed Asset Obligations on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Loan Documents or the Note DocumentsFixed Asset Loan 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 ABL Obligations or the Fixed Asset Obligations, the subordination of such Liens to any Liens securing other obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each ABL Collateral Agent, on behalf of itself and the ABL ClaimholdersClaimholders represented by it, and the Notes each Fixed Asset Collateral Agent, on behalf of itself and the Note ClaimholdersFixed Asset Claimholders represented by it, each hereby agree that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the any ABL Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the any ABL Collateral Agent or any other ABL Claimholder Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Fixed Asset Obligations; and (b) any Lien of the Notes Agent on the Notes Fixed Asset Priority Collateral securing the Note Obligations, whether such Lien is any Fixed Asset Obligations now or hereafter held by or on behalf of the Notes any Fixed Asset Collateral Agent, any other Note Claimholder Fixed Asset Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Fixed Asset Priority Collateral securing any ABL Obligations.

Relative Priorities. Irrespective (a) The grant of the date, time, method, manner or order First Liens pursuant to the First Lien Documents and the grant of grant, attachment or perfection of any the Junior Liens securing pursuant to the Note Obligations granted Junior Lien Documents create two separate and distinct Liens on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral Collateral. (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating b) Notwithstanding anything to the period) before contrary contained in this Agreement, the First Lien Documents, the Junior Lien Documents or after any other agreement or instrument to the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCCcontrary, or any other applicable lawcircumstance whatsoever, including a circumstance that might be a defense available to, or the ABL Loan Documents a discharge of, a Grantor in respect of a First Lien Obligation or the Note Documents, the ABL Agent, on behalf a Junior Lien Obligation or holder of the ABL Claimholders, such obligation and the Notes Agent, on behalf irrespective of the Note Claimholders, hereby agree that:; (ai) any how a Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, was acquired (whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise); (ii) the time, shall be senior manner, order of grant, attachment or perfection of a Lien; (iii) any conflicting provision of the New York UCC or other applicable law; (iv) any defect in, or non-perfection, setting aside or avoidance of, a Lien or a First Lien Document or a Junior Lien Document; (v) the modification of a First Lien Document, a Junior Lien Document, a First Lien Obligation or a Junior Lien Obligation; (vi) the exchange of any security interest in all respects and prior to any Collateral for a security interest in other Collateral; (vii) the commencement of an Insolvency or Liquidation Proceeding; or (viii) the subordination of a Lien on the ABL Priority Collateral securing a First Lien Obligation to a Lien securing another obligation of the Company or other Person that is permitted under the First Lien Documents as in effect on the date hereof or securing a DIP Financing or the subordination of a Lien on Collateral securing a Junior Lien Obligation to a Lien securing another obligation of the Company or any Note Obligationsother Person (other than a First Lien Obligation) that is permitted under the Junior Lien Documents as in effect on the date hereof; and the Junior Lien Collateral Agent, on behalf of itself and the other Junior Lien Secured Parties, hereby agrees that (bA) any First Lien of the Notes Agent on the Notes Priority any Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf for the benefit of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, First Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Junior Liens on any Collateral, in any case, subject to the Notes Priority First Lien Cap as provided herein and (B) any Junior Lien on any Collateral securing now or hereafter held by or for the benefit of any ABL ObligationsJunior Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Liens on any Collateral, in any case, subject to the First Lien Cap as provided herein. (c) It is acknowledged that, subject to the First Lien Cap, (i) the aggregate amount of the First Lien Obligations may be increased from time to time pursuant to the terms of the First Lien Documents, (ii) a portion of the First Lien Obligations may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (iii) (A) the First Lien Documents may be replaced, restated, supplemented, restructured or otherwise amended or modified from time to time and (B) the First Lien Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, and Additional First Lien Obligations or Additional Junior Lien Obligations may be incurred, in the case of the foregoing (A) and (B) all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties and the Junior Lien Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, renewal, restatement or replacement of either the First Lien Obligations (or any part thereof) or the Junior Lien Obligations (or any part thereof), by the release of any Collateral or of any guarantee for any First Lien Obligation or by any action that any Secured Debt Representative or Secured Party may take or fail to take in respect of any Collateral.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Loan Second Lien Credit Documents or the Note Documentsany other circumstance whatsoever, the ABL Second Lien Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree agrees that: : (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note of the Second Lien Obligations; and and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated (subject to Section 5.3(b)) to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on or the Collateral Notes Obligations (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL Loan Documents or the Note DocumentsNotes Documents or any defect or deficiencies in, or failure to attach or perfect, the Liens securing the ABL Obligations or the Notes Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Notes Claimholders, each hereby agree agrees that: (a) any Lien of the ABL Prior Lien Agent on the ABL Priority Collateral securing the ABL Prior Lien Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Prior Lien Agent or any other ABL Prior Lien Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Subordinated Lien Obligations; and (b) any Lien of the Notes Prior Lien Agent on the Notes Priority Collateral securing the Note Prior Lien Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Prior Lien Agent, any other Note Prior Lien Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Collateral securing any ABL Subordinated Lien Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable lawlaw or the Second Lien Documents or any defect or deficiencies in, or the ABL Loan Documents failure to perfect or the Note Documentslapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the ABL Liens securing the First Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Second Lien Representative and each Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note ClaimholdersSecond Lien Secured Parties represented by it, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL any First Lien Representative, any First Lien Collateral Agent or any other ABL Claimholder First Lien Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes any Second Lien Representative, any Second Lien Collateral Agent, any other Note Claimholder Second Lien Secured Parties or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable lawlaw or the Second Lien 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, or the ABL Loan Documents subordination (by equitable subordination or the Note Documentsotherwise) of, the ABL AgentLiens securing the First Lien Obligations or any other circumstance whatsoever, the Collateral Trustee, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligation now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL First Lien Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes AgentCollateral Trustee, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Second Lien Loan Documents or the Note Documentsany defect or deficiencies in, or failure to perfect, the ABL Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of U.S. Borrower, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Tenant Financing Obligations granted on the CPLV Lease Collateral or of any Liens securing the ABL CPLV Lease Obligations granted on the CPLV Lease Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of the UCC or any UCCother applicable law or the Tenant Financing 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 on the CPLV Lease Collateral securing the CPLV Lease Obligations, the subordination of such Liens to any other Liens, or any other applicable lawcircumstance whatsoever, whether or the ABL Loan Documents not any Insolvency or the Note DocumentsLiquidation Proceeding has been commenced by or against Tenant, the ABL each Tenant Financing Collateral Agent, for itself and on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholderseach other Tenant Financing Claimholder represented by it, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority CPLV Lease Collateral securing the ABL Obligations, whether such Lien is any CPLV Lease Obligations now or hereafter held by or on behalf of the ABL Agent Landlord or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, and regardless of whether or when such Lien is perfected, shall be senior in all respects and prior to any Lien on the ABL Priority CPLV Lease Collateral securing any Note Tenant Financing Obligations, subject to, and in accordance with, the terms of this Agreement; and (b) any Lien of the Notes Agent on the Notes Priority CPLV Lease Collateral securing the Note Obligations, whether such Lien is any Tenant Financing Obligations now or hereafter held by or on behalf of the Notes any Tenant Financing Collateral Agent, any other Note Claimholder Tenant Financing Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, and regardless of whether or when such Lien is perfected, shall be senior in all respects junior and subordinate to all Liens on the Notes Priority CPLV Lease Collateral securing any ABL CPLV Lease Obligations, subject to, and in accordance with, the terms of this Agreement.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note First Lien Pari Passu Obligations granted on the Collateral or of any Liens securing the ABL Bridge Loan Obligations granted on the Collateral (includingCollateral, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, the PPSA or any other applicable law, the First Lien Pari Passu Documents or the ABL Bridge Loan Documents or the Note Documentsany defect or deficiencies in, or failure to perfect, the ABL AgentLiens securing the First Lien Pari Passu Obligations or the Bridge Loan Obligations, or any other circumstance whatsoever, and whether in or outside of an Insolvency or Liquidation Proceeding, the Bridge Loan Agent (on behalf of the ABL Claimholders, itself and the Notes Agent, other Bridge Loan Claimholders) and the Controlling First Lien Pari Passu Debt Agent (on behalf of itself and the Note other First Lien Pari Passu Claimholders, ) each hereby agree that: (a) any Any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is any Bridge Loan Obligations now or hereafter held by or on behalf of the ABL Agent or Bridge Loan Agent, any other ABL Bridge Loan Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be first, prior, continuing and senior in right, priority, operation, effect and all other purposes and respects and prior to any Lien on the ABL Priority Collateral securing any Note First Lien Pari Passu Obligations; and. (b) any Any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any First Lien is Pari Passu Obligations now or hereafter held by or on behalf of the Notes Controlling First Lien Pari Passu Debt Agent, any other Note Claimholder First Lien Pari Passu Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior subject to, junior and subordinate in right, priority, operation, effect and all other purposes and respects to all Liens on the Notes Priority Collateral securing any ABL Bridge Loan Obligations. All Liens on the Collateral securing any Bridge Loan Obligations shall be and remain first, prior, continuing and senior in right, priority, operation, effect and all other purposes and respects to all Liens on the Collateral securing any First Lien Pari Passu Obligations.

Relative Priorities. Irrespective (a) The grant of the date, time, method, manner or order Priority Liens pursuant to the Priority Lien Documents and the grant of grant, attachment or perfection of any the Junior Liens securing pursuant to the Note Obligations granted Junior Lien Documents create two separate and distinct Liens on the Collateral Collateral. (b) Notwithstanding anything contained in this Agreement, the Priority Lien Documents, the Junior Lien Documents or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (other agreement or secures Obligations relating instrument to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCCcontrary, or any other applicable lawcircumstance whatsoever, including a circumstance that might be a defense available to, or the ABL Loan Documents a discharge of, a Grantor in respect of a Priority Lien Obligation or the Note Documents, the ABL Agent, on behalf a Junior Lien Obligation or holder of the ABL Claimholders, such obligation and the Notes Agent, on behalf irrespective of the Note Claimholders, hereby agree that: (ai) any how a Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, was acquired (whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise), shall be senior (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any conflicting provision of the New York UCC or other applicable law, (iv) any defect in, or non-perfection, setting aside, or avoidance of, a Lien or a Priority Lien Document or a Junior Lien Document, (v) the modification of a Priority Lien Document, a Junior Lien Document, a Priority Lien Obligation or a Junior Lien Obligation, (vi) the exchange of any security interest in all respects and prior to any Collateral for a security interest in other Collateral, (vii) the commencement of an Insolvency or Liquidation Proceeding or (viii) the subordination of a Lien on the ABL Priority Collateral securing a Priority Lien Obligation to a Lien securing another obligation of the Company or any Note Obligations; and other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, or the subordination of a Lien on Collateral securing a Junior Lien Obligation to a Lien securing another obligation of the Company or any other Person (bother than a Priority Lien Obligation) that is permitted under the Junior Lien Documents as in effect on the date hereof, the Junior Lien Representative, on behalf of itself and the other Junior Lien Secured Parties, hereby agrees that (A) any Priority Lien of the Notes Agent on the Notes Priority any Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf for the benefit of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Junior Liens on any Collateral, in any case, subject to the Notes Priority Lien Cap as provided herein and (B) any Junior Lien on any Collateral securing now or hereafter held by or for the benefit of any ABL ObligationsJunior Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Priority Liens on any Collateral, in any case, subject to the Priority Lien Cap as provided herein. (c) It is acknowledged that, subject to the Priority Lien Cap, (i) the aggregate amount of the Priority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, (ii) a portion of the Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (iii) (A) the Priority Lien Documents may be replaced, restated, supplemented, restructured or otherwise amended or modified from time to time and (B) the Priority Lien Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, and Additional Priority Lien Obligations or Additional Junior Lien Obligations may be incurred, in the case of the foregoing (A) and (B) all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Priority Lien Secured Parties and the Junior Lien Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, renewal, restatement or replacement of either the Priority Lien Obligations (or any part thereof) or the Junior Lien Obligations (or any part thereof), by the release of any Collateral or of any guarantees for any Priority Lien Obligations or by any action that any Secured Debt Representative or Secured Party may take or fail to take in respect of any Collateral.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note ABL Obligations granted and/or the Fixed Asset Obligations on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Loan Documents or the Note DocumentsFixed Asset Loan 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 ABL Obligations or the Fixed Asset Obligations, the subordination of such Liens to any Liens securing other obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings or any other Grantor, each ABL Collateral Agent, on behalf of itself and the ABL ClaimholdersClaimholders represented by it, and the Notes each Fixed Asset Collateral Agent, on behalf of itself and the Note ClaimholdersFixed Asset Claimholders represented by it, each hereby agree that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the any ABL Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the any ABL Collateral Agent or any other ABL Claimholder Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Fixed Asset Obligations; and (b) any Lien of the Notes Agent on the Notes Fixed Asset Priority Collateral securing the Note Obligations, whether such Lien is any Fixed Asset Obligations now or hereafter held by or on behalf of the Notes any Fixed Asset Collateral Agent, any other Note Claimholder Fixed Asset Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Fixed Asset Priority Collateral securing any ABL Obligations.

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note ABL Obligations, the Senior Secured Notes Obligations granted on or the Collateral or of any Liens securing the ABL Junior Secured Notes Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL Loan Documents, the Senior Secured Notes Documents or the Note DocumentsJunior Secured Notes Documents or any defect or deficiencies in, or failure to attach or perfect, the Liens securing the ABL Obligations, the Senior Secured Notes Obligations or the Junior Secured Notes Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of the ABL Claimholders, and the Senior Secured Notes Agent, on behalf of the Note Senior Secured Notes Claimholders and the Junior Secured Notes Agent, on behalf of the Junior Secured Notes Claimholders, each hereby agree that: (a) any Lien of the ABL Prior Lien Agent on the ABL Priority Collateral securing the ABL Prior Lien Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Prior Lien Agent or any other ABL Prior Lien Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Subordinated Lien Obligations; and (b) any Lien of the Notes Prior Lien Agent on the Senior Secured Notes Priority Collateral securing the Note Prior Lien Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Prior Lien Agent, any other Note Prior Lien Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Senior Secured Notes Priority Collateral securing any ABL Subordinated Lien Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL 2024 First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, the UCC or any other applicable law, law or the ABL Second Lien Loan Documents or the Note Documentsany defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the ABL Liens securing the 2024 First Lien Obligations, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent, for itself and on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholderseach other Second Lien Claimholder, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any 2024 First Lien is Obligations now or hereafter held by or on behalf of the ABL 2024 First Lien Collateral Agent or any other ABL Claimholder 2024 First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL 2024 First Lien Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Fixed Asset Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, law or the ABL Loan Documents or the Note DocumentsFixed Asset Documents or any defect or deficiencies (or alleged defect or deficiency) in, or failure to perfect, the Liens securing the ABL Obligations or Fixed Asset Obligations or any other circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and/or the ABL Claimholders, and the Notes each Fixed Asset Collateral Agent, on behalf of itself and/or the Note applicable Fixed Asset Claimholders, hereby agree each agrees that: (a) any Lien of the ABL Collateral Agent on the ABL Priority Collateral securing the ABL ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the ABL Collateral Agent or any other ABL Claimholder Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the ABL Priority Collateral securing any Note ObligationsFixed Asset Obligations and, accordingly, each Fixed Asset Collateral Agent and each Fixed Asset Claimholder, as applicable, cedes priority of rank of their respective Liens in favor of any Lien of the ABL Collateral Agent and, as applicable, any Lien of the ABL Claimholders, in all respects necessary to achieve the foregoing priority; and (b) any Lien of the Notes any Fixed Asset Collateral Agent on the Notes Fixed Asset Priority Collateral securing the Note ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the Notes such Fixed Asset Collateral Agent, any other Note Fixed Asset Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens on the Notes Fixed Asset Priority Collateral securing any ABL ObligationsObligations and, accordingly, the ABL Collateral Agent and each ABL Claimholder, as applicable, cedes priority of rank of their respective Liens in favor of any Lien of each Fixed Asset Collateral Agent and, as applicable, any Lien of the Fixed Asset Claimholders, in all respects necessary to achieve the foregoing priority.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing (or purporting to secure) the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Second Lien Loan Documents or the Note Documentsany defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the ABL Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Security Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such (or purporting to secure) any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Security Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Second Lien Security Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwiseotherwise (including pursuant to Section 3.1(e)), shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing (or purporting to secure) any First Lien Obligations. All Liens on the Collateral securing (or purporting to secure) any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any ABL ObligationsSecond Lien Obligations for all purposes, whether or not such Liens securing (or purporting to secure) any First Lien Obligations are subordinated to any Lien securing any other obligation of the Companies, any other Grantor or any other Person.

Relative Priorities. Irrespective of (a) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or Collateral, of any Liens securing the ABL First Lien Obligations granted on the Collateral (includingCollateral, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Second Lien Loan Documents or the Note Documentsany other circumstance whatsoever, the ABL Second Lien Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note ClaimholdersSecond Lien Secured Parties, hereby agree agrees that: : (ai) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note of the Second Lien Obligations; and and (bii) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Secured Parties or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Loan Party or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (includingCollateral, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, the UCC or any other applicable law, law or the ABL Second Lien Loan Documents or any defect or deficiencies in or failure to perfect the Note DocumentsLiens securing the First Lien Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, hereby agree each Second Lien Claimholder agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL Agent PDL, any First Lien Claimholders or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Term Loan Obligations granted on the Collateral or of any Liens securing the ABL Revolving Credit Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, law or the ABL Revolving Credit Loan Documents or the Note DocumentsTerm Loan Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Obligations or Term Loan Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Revolving Credit Claimholders and the Term Loan Collateral Agent, on behalf of itself and the Note Claimholders, Term Loan Claimholders hereby agree that: (a) any Lien of the ABL Revolving Credit Collateral Agent on the ABL Priority Collateral securing the ABL ObligationsRevolving Credit Primary Collateral, whether such Lien is now or hereafter held by or on behalf of the ABL Revolving Credit Collateral Agent or any other ABL Claimholder Revolving Credit Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the ABL Priority Revolving Credit Primary, Collateral securing any Note Term Loan Obligations; and (b) any Lien of the Notes Term Loan Collateral Agent on the Notes Priority Collateral securing the Note ObligationsTerm Loan Primary Collateral, whether such Lien is now or hereafter held by or on behalf of the Notes Term Loan Collateral Agent, any other Note Claimholder Term Loan Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Term Loan Primary Collateral securing any ABL Revolving Credit Obligations.

Relative Priorities. Irrespective of (a) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing granted to the Note Obligations granted Revolving Loan Agent or the Revolving Loan Secured Parties or the Collateral Agent (acting on the Collateral instructions of the ROW Instructing Group) or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) ROW Secured Parties and notwithstanding any provision of any UCC, the UCC or any other applicable law, law or any provisions of the ABL Revolving Loan Documents or the Note DocumentsROW Debt Documents or any defect or deficiencies in, or failure to perfect, any Liens or any other circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Claimholdersother ROW Secured Parties, and the Notes Revolving Loan Agent, on behalf of itself and the Note Claimholdersother Revolving Loan Secured Parties, hereby agree that: (ai) any Lien of the ABL Agent on the ABL Revolving Loan Priority Collateral securing any of the ABL Obligations, whether such Lien is ROW Debt now or hereafter held by or for the benefit or on behalf of the ABL Agent any ROW Secured Party or any other ABL Claimholder or any other agent agent, receiver, interim receiver or trustee therefor, therefor regardless of how or when acquired, whether by grantxxxxx, possessionstatute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Debt; and (ii) any Lien on the ROW Priority Collateral securing the ROW Debt now or hereafter held by or for the benefit or on behalf of any ROW Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by xxxxx, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and in all other respects and prior to any Lien on the ABL Priority Collateral securing any Note Obligations; and (b) any Lien of the Notes Agent on the Notes ROW Priority Collateral securing the Note Obligations, whether such Lien is Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of the Notes Agent, any other Note Claimholder Revolving Loan Secured Party or any other agent agent, receiver, interim receiver or trustee therefor. (b) As between Revolving Loan Secured Parties and ROW Secured Parties, regardless the terms of how this Agreement, including the priorities set forth above, shall govern even if part or when acquiredall of the Revolving Loan Debt or ROW Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, whether by grantavoided, possessiondisallowed, statute, operation of law, subrogation set aside or otherwise invalidated in any judicial proceeding or otherwise, shall be senior in all respects to all Liens on the Notes Priority Collateral securing any ABL Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens securing (or purportedly securing) the Note Revolving Obligations granted on with respect to the Collateral or of any Liens securing (or purportedly securing) the ABL Term Loan Obligations granted on with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any contrary provision of the UCC or any UCCother applicable law or the Revolving Loan Documents or the Term Loan Documents, as applicable, or any defect or deficiencies in, or failure to attach or perfect, the Liens securing (or purportedly securing) any of the Obligations, or any other applicable lawcircumstance whatsoever, or the ABL Term Loan Documents or the Note Documents, the ABL Agent, on behalf of itself and the ABL Term Loan Claimholders, and the Notes AgentRevolving Agent , on behalf of itself and the Note Revolving Claimholders, hereby agree that: (a) any Lien of with respect to the ABL Agent on the ABL Revolving Priority Collateral securing the ABL Obligations, whether such Lien is any Revolving Obligations now or hereafter held by or on behalf of of, or created for the ABL benefit of, Revolving Agent or any other ABL Claimholder Revolving Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on with respect to the ABL Revolving Priority Collateral securing any Note Term Loan Obligations; and; (b) any Lien of with respect to the Notes Agent on the Notes Term Priority Collateral securing the Note Obligations, whether such Lien is any Term Loan Obligations now or hereafter held by or on behalf of of, or created for the Notes Agentbenefit of, any other Note Claimholder Term Loan Agent or any other Term Loan Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens on any Lien with respect to the Notes Term Priority Collateral securing any ABL Revolving Obligations; (c) any Lien with respect to the Revolving Priority Collateral securing any Term Loan Obligations now or hereafter held by or on behalf of, or created for the benefit of, Term Loan Agent, any Term Loan Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Revolving Priority Collateral securing any Revolving Obligations; and (d) any Lien with respect to the Term Priority Collateral securing any Revolving Obligations now or hereafter held by or on behalf of, or created for the benefit of, Revolving Agent, any Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Term Priority Collateral securing any Term Loan Obligations. The subordination of Liens provided for in this Agreement shall continue to be effective with respect to any part of the Collateral from and after the date hereof whether such Liens are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction, as a result of any action taken by Term Loan Agent or Revolving Agent or any other Claimholder, as applicable, or any failure by such Person to take any action, with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note ABL Obligations, the Excess ABL Obligations, the Term Obligations granted and/or the Excess Term Obligations on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Loan Documents or the Note DocumentsTerm Loan 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 ABL Obligations or the Term Obligations, the subordination of such Liens to any Liens securing other obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the ABL Agent, on behalf of itself and the ABL ClaimholdersClaimholders represented by it, and the Notes Term Agent, on behalf of itself and the Note ClaimholdersTerm Claimholders represented by it, each hereby agree that: (a) Subject to clause (c) below, any Lien of the ABL Agent on the ABL Priority Collateral securing the any ABL Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the any ABL Agent or any other ABL Claimholder Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Term Obligations or any Excess Term Obligations; and; (b) subject to clause (d) below, any Lien of the Notes Agent on the Notes Term Priority Collateral securing the Note Obligations, whether such Lien is any Term Obligations now or hereafter held by or on behalf of the Notes any Term Agent, any other Note Claimholder Term Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Term Priority Collateral securing any ABL Obligations or any Excess ABL Obligations; (c) any Lien on the ABL Priority Collateral securing any Excess ABL Obligations now or hereafter held by or on behalf of the ABL Agent or any ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the ABL Priority Collateral securing any Term Obligations, but shall be senior in all respects to any Lien on the ABL Priority Collateral securing any Excess Term Obligations; and (d) any Lien on the Term Priority Collateral securing any Excess Term Obligations now or hereafter held by or on behalf of the Term Agent or any Term Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the Term Priority Collateral securing any ABL Obligations, but shall be senior in all respects to any Lien on the Term Priority Collateral securing any Excess ABL Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any of the Note Obligations granted on with respect to the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any contrary provision of any UCC, the UCC or any other applicable law, law or any provision of the ABL Loan Documents, the Senior Lien Loan Documents, the First Lien Loan Documents or the Note DocumentsJunior Lien Loan Documents or any defect or deficiencies in the Liens securing any of the Obligations or any other circumstance whatsoever, each of the ABL Agent, on behalf of itself and the ABL Claimholders, and the Notes Senior Lien Agent, on behalf of itself and the Note Senior Lien Claimholders, the First Lien Agent, on behalf of itself and the First Lien Claimholders, and the Junior Lien Agent, on behalf of itself and the Junior Lien Claimholders, hereby agree agrees that: (a) subject to the last sentence of this Section 2.1 and subject to Section 4.4, any Lien of the ABL Agent on with respect to the ABL Priority Collateral securing the ABL ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on with respect to the ABL Priority Collateral securing any Note Senior Lien Obligations; and, First Lien Obligations and any Junior Lien Obligations, and until the Discharge of ABL Priority Obligations, such Liens with respect to the Collateral securing the Senior Lien Obligations, First Lien Obligations and Junior Lien Obligations shall be Secondary Liens hereunder; (b) subject to the foregoing clause (a) and further subject to the last sentence of this Section 2.1, any Lien of the Notes Senior Lien Agent on with respect to the Notes Priority Collateral securing the Note ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, Senior Lien Agent or any other Note Senior Lien Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens on any Lien with respect to the Notes Priority Collateral securing any First Lien Obligations and Junior Lien Obligations, and until the Discharge of Senior Lien Priority Obligations, such Liens with respect to the Collateral securing the First Lien Obligations and Junior Lien Obligations shall be Secondary Liens hereunder; (c) subject to the foregoing clauses (a)-(b) and further subject to the last sentence of this Section 2.1, any Lien of the First Lien Agent with respect to the Collateral, whether now or hereafter held by or on behalf of the First Lien Agent or any First Lien Claimholder 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 Lien with respect to the Collateral securing any Junior Lien Obligations, and until the Discharge of First Lien Priority Obligations, such Liens with respect to the Collateral securing the Junior Lien Obligations shall be Secondary Liens hereunder. (d) The foregoing and any other provision to the contrary contained in this Agreement notwithstanding, (i) the subordination of Liens provided for in this Agreement shall cease to be effective with respect to any part of the Collateral from and after the date on which the Liens of ABL ObligationsAgent and ABL Claimholders are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction in a final, non-appealable order as a result of any action taken by ABL Agent, or any failure by ABL Agent to take any action, with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document, in which event Senior Lien Agent and Senior Lien Claimholders shall be entitled to receive and retain, from and after such date, all proceeds with respect to such Collateral to the extent the Liens of Senior Lien Agent and Senior Lien Claimholders are valid, enforceable, not void and allowed with respect to such Collateral; provided, however, that if such action taken by the ABL Agent or such failure to take any action by the ABL Agent (a) was as a direct result of a failure of a Grantor to provide the ABL Agent with information necessary to maintain the perfection of such Collateral, and (b) was not caused by the negligence or willful misconduct of the ABL Agent, then the subordination of Liens provided for in this Agreement shall continue; and (ii) except as expressly provided in this Agreement (including with respect to any DIP Financing permitted by Section 6.2) and except for Liens permitted by Section 7.2 of the ABL Credit Agreement to be senior to the ABL Liens of the ABL Agent, ABL Agent agrees not to contractually subordinate its Lien in any Collateral to the Lien of any other creditor of Grantors without the prior written consent of Senior Lien Agent; the same provisions shall apply with respect to any Agent holding a Secondary Lien.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens securing the Note Second Lien Obligations granted on with respect to the Collateral or of any Liens securing the ABL First Lien Obligations granted on with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any contrary provision of the UCC or any UCCother applicable law or the Second Lien Debt Documents or any defect or deficiencies in, the Liens securing the First Lien Obligations, or any other applicable lawcircumstance whatsoever, or the ABL Loan Documents or the Note Documents, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, Second Lien Agent hereby agree agrees that: (a) subject to the last sentence of this Section 2.1, any Lien of with respect to the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Priority Obligations now or hereafter held by or on behalf of of, or created for the ABL benefit of, First Lien Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, therefor shall be senior in all respects and prior to any Lien on with respect to the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) subject to the last sentence of this Section 2.1, any Lien of with respect to the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of of, or created for the Notes benefit of, Second Lien Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, therefor shall be senior junior and subordinate in all respects to all Liens on with respect to the Notes Priority Collateral securing any ABL First Lien Priority Obligations. Subject to the last sentence of this Section 2.1, all Liens with respect to the Collateral securing any First Lien Priority Obligations shall be and remain senior in all respects and prior to all Liens with respect to the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Priority Obligations are subordinated to any Lien securing any other obligation of any Grantor or any other Person (but only to the extent that such subordination is permitted pursuant to the terms of the First Lien Debt Agreement and the Second Lien Debt AgreementAgreements, or as contemplated in Section 6.2). The foregoing and any other provision to the contrary contained in this Agreement notwithstanding, (i) the subordination of Liens provided for in this Agreement shall cease to be effective with respect to any part of the Collateral from and after the date on which the Liens of First Lien Agent and First Lien Claimholders are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction in a final, non-appealable order as a result of any action taken by First Lien Agent, or any failure by First Lien Agent to take any action, with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document, in which event Second Lien Agent and Second Lien Claimholders shall be entitled to receive and retain, from and after such date, all proceeds with respect to such Collateral to the extent the Liens of Second Lien Agent and Second Lien Claimholders are valid, enforceable, not void and allowed with respect to such Collateral, and (ii) except as expressly provided in this Agreement, First Lien Agent agrees not to contractually subordinate its Lien in any Collateral to the Lien of any other creditor of Grantors without the prior written consent of Second Lien Agent (which it shall be authorized to consent to based upon an affirmative vote of Second Lien Claimholders holding at least a majority in aggregate principal amount of the Second Lien Notes then outstandingMajority Second Lien Holders Approval); provided that such consent shall not be required so long as the principal amount of the indebtedness or other obligations to be secured by the Lien of such other creditor does not exceed $5,000,000 in the aggregate for all such Liens.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable lawlaw or the Second Lien Documents or any defect or deficiencies in, or the ABL Loan Documents or the Note Documentsfailure to perfect, the ABL AgentLiens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Trustee, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and; (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes AgentSecond Lien Trustee, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations; and (c) all Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective (a) The grant of the date, time, method, manner or order Priority Liens pursuant to the Priority Lien Documents and the grant of grant, attachment or perfection of any the Second Liens securing pursuant to the Note Obligations granted Second Lien Documents create two separate and distinct Liens on the Collateral Collateral. (b) Notwithstanding anything contained in this Agreement, the Priority Lien Documents, the Second Lien Documents or any other agreement or instrument or operation of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating law to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCCcontrary, or any other applicable law, or the ABL Loan Documents or the Note Documents, the ABL Agent, on behalf circumstance whatsoever and irrespective of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, hereby agree that: (ai) any how a Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, was acquired (whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise), shall be senior in all respects and prior to (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any conflicting provision of the New York UCC or other applicable law, (iv) any defect in, or non-perfection, setting aside, or avoidance of, a Lien or a Priority Lien Document or a Second Lien Document, (v) the modification of a Priority Lien Obligation or a Second Lien Obligation, or (vi) the subordination of a Lien on the ABL Priority Collateral securing any Note Obligations; and a Priority Lien Obligation to a Lien securing another obligation of the Borrower or other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, the Second Lien Collateral Agent, Active.18117613.5 on behalf of itself and the other Second Lien Secured Parties hereby agrees that (bA) any Priority Lien of the Notes Agent on the Notes Priority any Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf for the benefit of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Second Liens on any Collateral, and (B) any Second Lien on any Collateral now or hereafter held by or for the Notes benefit of any Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Priority Liens on any Collateral. (c) It is acknowledged that, subject to the Priority Lien Cap as provided herein (i) the aggregate amount of the Priority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, (ii) a portion of the Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (iii) (A) the Priority Lien Documents may be replaced, restated, supplemented, restructured or otherwise amended or modified from time to time and (B) the Priority Lien Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, in the case of the foregoing (A) and (B) all without affecting the subordination of the Second Liens hereunder or the provisions of this Agreement defining the relative rights of the Priority Lien Secured Parties and the Second Lien Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, renewal, restatement or Replacement of either the Priority Lien Obligations (or any part thereof) or the Second Lien Obligations (or any part thereof), by the release of any Collateral securing or of any ABL Obligationsguarantees for any Priority Lien Obligations or by any action that any Secured Debt Representative or Secured Party may take or fail to take in respect of any Collateral.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens securing the Note Term Loan Obligations granted on with respect to the Collateral or of any Liens securing the ABL Obligations granted on with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any contrary provision of any UCC, the UCC or any other applicable lawlaw or the Term Loan Documents, or (subject to the last paragraph of this Section 2.1) any defect or deficiencies in, or avoidance of, the Liens securing the ABL Loan Documents Obligations or the Note DocumentsTerm Loan Obligations, the Term Agent and ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, Agent each hereby agree that: (a) subject to the last sentence of this Section 2.1 and to the provisions of Section 4.1 , any Lien of the ABL Agent on with respect to the ABL Priority Collateral securing the any ABL Obligations, whether such Lien is Priority Obligations now or hereafter held by or on behalf of of, or created for the benefit of, ABL Agent or any other ABL Claimholder Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, therefore shall be senior in all respects and prior to any Lien on with respect to the ABL Priority Collateral securing any Note Term Loan Obligations; and; (b) subject to the last sentence of this Section 2.1 and to the provisions of Section 4.1, any Lien of with respect to the Notes Agent on the Notes ABL Priority Collateral securing the Note Obligations, whether such Lien is any Term Loan Priority Obligations now or hereafter held by or on behalf of of, or created for the Notes benefit of, Term Agent, any other Note Claimholder Term Loan Claimholders or any other agent or trustee therefortherefor shall be junior and subordinate in all respects to all Liens with respect to the ABL Priority Collateral securing any ABL Priority Obligations; (c) subject to the last sentence of this Section 2.1 and to the provisions of Section 4.1 , regardless any Lien with respect to the Term Loan Priority Collateral securing any Term Loan Priority Obligations now or hereafter held by or on behalf of, or created for the benefit of, Term Agent or any Term Loan Claimholders or any agent or trustee therefore shall be senior in all respects and prior to any Lien with respect to the Term Loan Priority Collateral securing any ABL Obligations; (d) subject to the last sentence of how this Section 2.1 and to the provisions of Section 4.1, any Lien with respect to the Term Loan Priority Collateral securing any ABL Priority Obligations now or when acquiredhereafter held by or on behalf of, whether or created for the benefit of, ABL Agent, any ABL Claimholders or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the Term Loan Priority Collateral securing any Term Loan Priority Obligations; (e) subject to the last sentence of this Section 2.1, and to the provisions of Section 4.1, any Lien with respect to the ABL Priority Collateral securing any Term Loan Priority Obligations now or hereafter held by grantor on behalf of, possessionor created for the benefit of, statuteTerm Agent, operation of law, subrogation any Term Loan Claimholders or otherwise, any agent or trustee therefor shall be senior in all respects to all Liens with respect to the ABL Priority Collateral securing any Excess ABL Obligations; (f) subject to the last sentence of this Section 2.1, and to the provisions of Section 4.1, any Lien with respect to the ABL Priority Collateral securing any Excess ABL Obligations now or hereafter held by or on behalf of, or created for the Notes benefit of, ABL Agent, any ABL Claimholders or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the ABL Priority Collateral securing any Term Loan Priority Obligations; (g) subject to the last sentence of this Section 2.1, and to the provisions of Section 4.1, any Lien with respect to the Term Loan Priority Collateral securing any ABL Priority Obligations now or hereafter held by or on behalf of, or created for the benefit of, ABL Agent, any ABL Claimholders or any agent or trustee therefor shall be senior in all respects to all Liens with respect to the Term Loan Priority Collateral securing any Excess Term Loan Obligations; (h) subject to the last sentence of this Section 2.1, and to the provisions of Section 4.1, any Lien with respect to the Term Loan Priority Collateral securing any Excess Term Loan Obligations now or hereafter held by or on behalf of, or created for the benefit of, Term Agent, any Term Loan Claimholders or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the Term Loan Priority Collateral securing any ABL Priority Obligations; (i) subject to the last sentence of this Section 2.1, and to the provisions of Section 4.1, any Lien with respect to the ABL Priority Collateral securing any Excess ABL Obligations now or hereafter held by or on behalf of, or created for the benefit of, ABL Agent, any ABL Claimholders or any agent or trustee therefor shall be senior in all respects to all Liens with respect to the ABL Priority Collateral securing any Excess Term Loan Obligations; (j) subject to the last sentence of this Section 2.1, and to the provisions of Section 4.1, any Lien with respect to the ABL Priority Collateral securing any Excess Term Loan Obligations now or hereafter held by or on behalf of, or created for the benefit of, Term Agent, any Term Loan Claimholders or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the ABL Priority Collateral securing any ABL Obligations; (k) subject to the last sentence of this Section 2.1, and to the provisions of Section 4.1, any Lien with respect to the Term Loan Priority Collateral securing any Excess Term Loan Obligations now or hereafter held by or on behalf of, or created for the benefit of, term Agent, any Term Loan Claimholders or any agent or trustee therefor shall be senior in all respects to all Liens with respect to the Term Loan Priority Collateral securing any Excess ABL Obligations; and (l) subject to the last sentence of this Section 2.1, and to the provisions of Section 4.1, any Lien with respect to the Term Loan Priority Collateral securing any Excess ABL Obligations now or hereafter held by or on behalf of, or created for the benefit of, ABL Agent, any ABL Claimholders or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the Term Loan Priority Collateral securing any Excess Term Loan Obligations. Subject to the last sentence of this Section 2.1 and to the provisions of Section 4.1, the Lien priorities set forth above shall be and remain in effect for all purposes, whether or not such Liens securing any ABL Obligations or Term Loan Obligations, as applicable, are subordinated to any Lien securing any other obligation of any Grantor or any other person (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Loan Agreement and the Term Loan Agreement). The foregoing and any other provision to the contrary contained in this Agreement notwithstanding, (i) the subordination of Liens provided for in this Agreement shall cease to be effective with respect to any part of the Collateral from and after the date on which the Liens of ABL Agent and ABL Claimholders, or Term Agent or Term Loan Claimholders, as applicable, are declared, or ruled to be, invalid, defective, deficient, unenforceable, void or not allowed or are equitably subordinated by a court of competent jurisdiction in a final, non-appealable order (“Lien Avoidance”) as a result of any action taken by ABL Agent, ABL Claimholders, Term Agent, or Term Loan Claimholders, as applicable, or any failure by ABL Agent or Term Agent, as applicable, to take any action, with respect to any financing statement (including any amendment thereto or continuation thereof), mortgage or other perfection document (including any federal U.S. Copyright Office or U.S. Patent and Trademark Office intellectual property lien filing, any account control agreement, or any marking of a legend on any chattel paper), respectively. in which event Term Agent and Term Loan Claimholders, or ABL Agent and ABL Claimholders, respectively, shall be entitled to receive and retain, from and after such date, all proceeds with respect to such Collateral to the extent the Liens of Term Agent and Term Loan Claimholders, or of ABL Agent and ABL Claimholders, respectively, are valid, enforceable, not void and allowed with respect to such Collateral (provided that if ABL Agent or Term Agent has not been given a Lien Protection Notice from the other Agent as to action taken by the other Agent, which, if such action had been promptly taken by ABL Agent or Term Agent, respectively, would have resulted in the applicable Liens not being subject to Lien Avoidance, then this clause (i) shall not be applicable to such Lien Avoidance such that the subordination of Liens of Term Agent or ABL Agent, respectively, as otherwise provided for in this Agreement shall remain effective (and the inapplicability of this clause (i) shall be the sole consequence of any failure to provide a Lien Protection Notice), and (ii) except as expressly provided in this Agreement, each of ABL Agent and Term Agent agrees not to contractually subordinate its Lien in any Collateral to the Lien of any other creditor of Grantors without the prior written consent of Term Agent or ABL Agent, respectively.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the ABL Obligations, the Excess ABL Obligations, the Note Obligations granted and/or the Excess Note Obligations on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Loan Documents or the Note DocumentsDocuments 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 Note Obligations, the subordination of such Liens to any Liens securing other obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, ABL Agent, on behalf of itself and the ABL ClaimholdersClaimholders represented by it, and the Notes Note Security Agent, on behalf of itself and the Note ClaimholdersClaimholders represented by it, each hereby agree that: (a) Subject to clause (c) below, any Lien of the ABL Agent on the ABL Priority Collateral securing the any ABL Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Obligations or any Excess Note Obligations; and; (b) subject to clause (d) below, any Lien of the Notes Agent on the Notes Note Priority Collateral securing the any Note Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the Notes Note Security Agent, any other Note Claimholder Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Note Priority Collateral securing any ABL Obligations or any Excess ABL Obligations; (c) any Lien on the ABL Priority Collateral securing any Excess ABL Obligations now or hereafter held by or on behalf of ABL Agent or any ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the ABL Priority Collateral securing any Note Obligations, but shall be senior in all respects to any Lien on the ABL Priority Collateral securing any Excess Note Obligations; and (d) any Lien on the Note Priority Collateral securing any Excess Note Obligations now or hereafter held by or on behalf of Note Security Agent or any Note Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the Note Priority Collateral securing any ABL Obligations, but shall be senior in all respects to any Lien on the Note Priority Collateral securing any Excess ABL Obligations. (e) Notwithstanding anything herein to the contrary but without in any way changing the priorities among the ABL Obligations and the Note Obligations and solely within the Note Obligations, so long as the Discharge of Additional Notes Collateral Debt Obligations has not occurred, (x) any Lien on the Collateral securing any Additional Notes Collateral Debt Obligations, now or hereafter held by or on behalf of Additional Notes Collateral Debt Representative or any Additional Notes Claimholders 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 Lien on the Collateral securing any of the Initial Note Obligations and (y) any Lien on the Collateral securing any Initial Note Obligations, now or hereafter held by or on behalf of Initial Note Security Agent or any Initial Note Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the Collateral securing any of the Additional Notes Collateral Debt Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Term Loan Obligations granted on the Collateral or of any Liens securing the ABL Revolving Credit Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, law or the ABL Revolving Credit Loan Documents or the Note DocumentsTerm Loan Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Obligations or Term Loan Obligations, and whether or not such Liens securing, or purporting to secure, any Revolving Credit Obligations or Term Loan Obligations are subordinated to any Lien securing any other obligation of the Borrowers, or any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, or any other circumstance whatsoever, the Revolving Credit Agent, on behalf of itself and/or the ABL Revolving Credit Claimholders, and the Notes each Term Loan Collateral Agent, on behalf of itself and/or the Note applicable Term Loan Claimholders, hereby agree each agrees that: (a) any Lien of the ABL Revolving Credit Agent on the ABL Priority Collateral securing the ABL ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the ABL Revolving Credit Agent or any other ABL Claimholder Revolving Credit Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the ABL Priority Collateral securing or purporting to secure any Note Term Loan Obligations; and (b) any Lien of the Notes any Term Loan Collateral Agent on the Notes Term Loan Priority Collateral securing the Note ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the Notes such Term Loan Collateral Agent, any other Note Term Loan Claimholder or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Term Loan Priority Collateral securing or purporting to secure any ABL Revolving Credit Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Priority Obligations granted on the Collateral or of any Liens securing the ABL First Priority Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable lawlaw or the Second Priority Documents or any defect or deficiencies in, or the ABL Loan Documents failure to perfect or the Note Documentslapse in perfection of, or avoidance as a fraudulent conveyance or DM3\8975843.1 otherwise of, the ABL Liens securing the First Priority Obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Priority Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Priority Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is any First Priority Obligations now or hereafter held by or on behalf of the ABL First Priority Collateral Agent or any other ABL Claimholder First Priority Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior and prior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Priority Obligations; and; (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is any Second Priority Obligations now or hereafter held by or on behalf of the Notes Second Priority Collateral Agent, any other Note Claimholder Second Priority Claimholders or any other agent or trustee therefor, regardless of how acquired, whether by xxxxx, possession, statute, operation of law, subrogation or when otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Priority Obligations. All Liens on the Collateral securing any First Priority Obligations shall be and remain senior and prior in all respects to any Lien on the Collateral securing any Second Priority Obligations for all purposes, whether or not such Liens securing any First Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person; and (c) any Lien on the Collateral securing any Excess First Priority Obligations now or hereafter held by or on behalf of the First Priority Collateral Agent, any First Priority Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the Collateral securing any Second Priority Obligations up to but not exceeding the Second Priority Cap Amount (but only with respect to such excess amounts). All Liens securing Excess First Priority Obligations will be senior in all respects and prior to all Liens any Lien on the Notes Priority Collateral securing any ABL Excess Second Priority Obligations and all Liens securing any Excess Second Priority Obligations will be junior and subordinate in all respects and prior to any Lien securing Excess First Priority Obligations. The subordination of Liens securing Second Priority Obligations to Liens securing First Priority Obligations in this Agreement affects only the relative priority of those Liens, and does not subordinate the Second Priority Obligations in right of payment to the First Priority Obligations. Nothing in this Agreement will affect the entitlement of any Second Priority Claimholder to receive and retain required payments of interest, principal, and other amounts in respect of a Second Priority Obligation unless the receipt is expressly prohibited by, or results from the Second Priority Claimholder’s breach of, this Agreement.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Priority Lien Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Loan Documents or the Note DocumentsPriority Lien 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, or the subordination (by equitable subordination or otherwise) of, the Liens securing the ABL Obligations or Priority Lien Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of itself and/or the ABL Claimholders, the Collateral Trustee and the Notes Agenteach Priority Lien Representative, for itself on behalf of the Note Claimholders, respective Priority Lien Claimholders hereby agree each agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Priority Lien Obligations; and (b) any Lien of the Notes Agent Collateral Trustee or any Priority Lien Representative on the Notes Priority Collateral securing the Note ObligationsShared Collateral, whether such Lien is now or hereafter held by or on behalf of the Notes AgentCollateral Trustee or any Priority Lien Representative, any other Note Priority Lien Claimholder or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all any Liens on the Notes Priority Shared Collateral securing which may secure any ABL Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing or purporting to secure the Note Fixed Asset Obligations granted on the Collateral or of any Liens securing or purporting to secure the ABL Revolving Credit Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, UCC or any other applicable law, or the ABL Revolving Credit Loan Documents or the Note DocumentsFixed Asset Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Obligations or Fixed Asset Obligations, and whether or not such Liens securing, or purporting to secure, any Revolving Credit Obligations or Fixed Asset Obligations are subordinated to any Lien securing any other obligation of the Borrowers, or any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and/or the ABL Revolving Credit Claimholders, and the Notes each Fixed Asset Collateral Agent, on behalf of itself and/or the Note applicable Fixed Asset Claimholders, hereby agree each agrees that: (a) any Lien of the ABL Revolving Credit Collateral Agent on the ABL Priority Collateral securing the ABL ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the ABL Revolving Credit Collateral Agent or any other ABL Claimholder Revolving Credit Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the ABL Priority Collateral securing or purporting to secure any Note Fixed Asset Obligations; and (b) any Lien of the Notes any Fixed Asset Collateral Agent on the Notes Priority Collateral securing the Note ObligationsFixed Asset Collateral, whether such Lien is now or hereafter held by or on behalf of the Notes such Fixed Asset Collateral Agent, any other Note Fixed Asset Claimholder or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Fixed Asset Collateral securing or purporting to secure any ABL Revolving Credit Obligations.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection of any Liens securing the Note Term Loan Obligations granted on the Revolving Facility First Lien Collateral or of any Liens securing the ABL Revolving Facility Obligations granted on the Collateral Revolving Facility First Lien Collateral, (including, ii) the validity or enforceability of the security interests and Liens granted in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement favor of any Insolvency Security Agent or Liquidation Proceedingany Secured Party on the Revolving Facility First Lien Collateral, (iii) and notwithstanding the date on which any Revolving Facility Obligations or Term Loan Obligations are extended, (iv) any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the ABL relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any Revolving Facility Document or any Term Loan Documents Document (other than this Agreement), (vi) the possession or control by any Security Agent or any Secured Party or any bailee of all or any part of any Revolving Facility First Lien Collateral as of the Note Documentsdate hereof or otherwise, (vii) any failure by any Revolving Facility Secured Party to perfect its security interests in the Revolving Facility First Lien Collateral or (viii) any other circumstance whatsoever, the ABL Term Loan Security Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note ClaimholdersTerm Loan Secured Parties, hereby agree agrees that: (ai) any Lien of the ABL Agent on the ABL Priority Revolving Facility First Lien Collateral securing the ABL Obligations, whether such Lien is any Revolving Facility Obligations now or hereafter held by or on behalf of the ABL Revolving Facility Security Agent or any other ABL Claimholder Revolving Facility Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Revolving Facility First Lien Collateral securing any Note of the Term Loan Obligations; and (bii) any Lien of the Notes Agent on the Notes Priority Revolving Facility First Lien Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder Term Loan Security Agent or any other Term Loan Secured Parties or any agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Revolving Facility First Lien Collateral securing any ABL Revolving Facility Obligations. All Liens on the Revolving Facility First Lien Collateral securing any Revolving Facility Obligations shall be and remain senior in all respects and prior to all Liens on the Revolving Facility First Lien Collateral securing any Term Loan Obligations for all purposes, whether or not such Liens securing any Revolving Facility Obligations are subordinated to any Lien securing any other obligation of any Borrower, any other Grantor or any other Person (but only to the extent that such subordination is permitted pursuant to the terms of the Revolving Facility Credit Agreement and the Term Loan Credit Agreement, or as contemplated in Section 3.5). The parties hereto acknowledge and agree that it is their intent that the Term Loan Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Revolving Facility Obligations (and the security therefor).

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL SCF Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL SCF Loan Documents or the Note DocumentsDocuments or any defect or deficiencies in, or failure to attach or perfect, the ABL Liens securing the SCF Obligations or the Note Obligations or any other circumstance whatsoever, the SCF Agent, on behalf of the ABL SCF Claimholders, and the Notes Agent, on behalf of the Note Claimholders, hereby agree that: (a) any Lien of the ABL SCF Agent on the ABL Priority SCF Primary Collateral securing the ABL SCF Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL SCF Agent or any other ABL SCF Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority SCF Primary Collateral securing any Note ObligationsObligations or any other Obligations owing to or otherwise in favor of the Note Claimholders; and (b) any Lien of the Notes Agent on the Notes Priority Note Primary Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Note Primary Collateral securing any ABL ObligationsSCF Obligations or any other Obligations owing to or otherwise in favor of the SCF Claimholders.

Relative Priorities. (a) Irrespective of (i) the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Term Debt Obligations granted on the ABL Collateral or of any Liens securing the ABL Obligations granted on the ABL Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding), or (ii) whether the Term Debt Trustee or the ABL Agent, either directly or through agents, holds possession of, or has control over, all or any part of the ABL Collateral, and notwithstanding any provision of any the UCC, Bankruptcy Law or any other applicable law, or the ABL Loan Documents or the Note DocumentsTerm Debt Documents or any defect or deficiencies in, or failure to attach or perfect, the Liens on the ABL Collateral securing the ABL Obligations or the Term Debt Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of the ABL Claimholders, Claimholders and the Notes AgentTerm Debt Trustee, on behalf of the Note Term Debt Claimholders, hereby agree that: (a) that as among the Claimholders, any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or Agent, any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Obligations; and (b) Term Debt Obligations and any Lien of the Notes Agent Term Debt Trustee on the Notes Priority ABL Collateral securing the Note any Term Debt Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes AgentTerm Debt Trustee, any other Note Term Debt Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority ABL Collateral securing any ABL Obligations. (b) Notwithstanding any failure by the ABL Claimholders or the Term Debt Claimholders to perfect their security interests in the ABL Collateral (to the extent any action is required for purposes of perfection) or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the ABL Collateral granted to the ABL Claimholders or the Term Debt Claimholders, the priority and rights as between the ABL Claimholders and the Term Debt Claimholders with respect to the ABL Collateral shall be as set forth herein. (c) Irrespective of (i) the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the ABL Obligations granted on the Fixed Asset Collateral or of any Liens securing the Term Debt Obligations granted on the Fixed Asset Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding), or

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Loan Second Lien Documents or the Note Documentsany other circumstance whatsoever, the ABL Second Lien Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note ClaimholdersSecond Lien Secured Parties, hereby agree agrees that: : (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note of the Second Lien Obligations, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise; and and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Secured Parties or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Pledgor or any other Person. The Second Lien Collateral Agent for itself and on behalf of the Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as security for the First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second 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.

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on or the Collateral Fixed Asset Obligations (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL Loan Documents or the Note DocumentsFixed Asset Documents or any defect or deficiencies in, or failure to attach or perfect, the Liens securing the ABL Obligations or the Fixed Asset Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of each of the ABL Claimholders, and the Notes AgentCollateral Trustee, on behalf of each of the Note Fixed Asset Claimholders, each hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of of, or created for the benefit of, the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Fixed Asset Obligations; and (b) any Lien of the Notes Agent Collateral Trustee on the Notes Fixed Asset Priority Collateral securing the Note Fixed Asset Obligations, whether such Lien is now or hereafter held by or on behalf of of, or created for the Notes Agentbenefit of, the Collateral Trustee, any other Note Fixed Asset Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Fixed Asset Priority Collateral securing any ABL Obligations. The priority and subordination provisions set forth in clauses (a) and (b) above with respect to the Liens on the Collateral securing all or any portion of the ABL Priority Collateral or Fixed Asset Priority Collateral are intended to be effective whether or not such Liens are subordinated to any Lien securing any other obligation of any Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Senior Priority Obligations granted on the Collateral or of any Liens securing the ABL Junior Priority Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, the PPSA or any other applicable law, law or the ABL Loan Senior Priority Documents or the Note DocumentsJunior Priority Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Senior Priority Obligations or Junior Priority Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and the ABL Revolving Credit Claimholders, and the 2016 Secured Notes Collateral Agent, on behalf of itself and the Note 2016 Secured Notes Claimholders, the Senior Priority Fixed Asset Collateral Agent, on behalf of itself and the Senior Priority Fixed Asset Claimholders and the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, hereby agree each agrees that: (a) any Lien of the ABL any Senior Priority Collateral Agent on the ABL Priority Collateral securing the ABL any Senior Priority Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL any Senior Priority Collateral Agent or any other ABL Claimholder Senior Priority Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the ABL Priority Collateral securing any Note Junior Priority Obligations; and (b) any Lien of the Notes Junior Priority Collateral Agent on the Notes Priority Collateral securing the Note any Junior Priority Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Junior Priority Collateral Agent, any other Note Junior Priority Claimholder or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL Senior Priority Obligations. All Liens on the Collateral securing any Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Junior Priority Obligations for all purposes, whether or not such Liens securing any Senior Priority Obligations are subordinated to any Lien securing any other obligation of the Borrower, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Fixed Asset Obligations granted on the Collateral or of any Liens securing the ABL Revolving Credit Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, the PPSA or any other applicable law, law or the ABL Loan Revolving Credit Documents or the Note DocumentsFixed Asset Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Obligations or Fixed Asset Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and the ABL Revolving Credit Claimholders, and the Notes Fixed Asset Collateral Agent, on behalf of itself and the Note Fixed Asset Claimholders, hereby agree each agrees that: (a) any Lien of the ABL Revolving Credit Collateral Agent on the ABL Priority Collateral securing the ABL ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the ABL Revolving Credit Collateral Agent or any other ABL Claimholder Revolving Credit Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the ABL Priority Collateral securing any Note Fixed Asset Obligations; and (b) any Lien of the Notes Fixed Asset Collateral Agent on the Notes Fixed Asset Priority Collateral securing the Note ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the Notes Fixed Asset Collateral Agent, any other Note Fixed Asset Claimholder or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Fixed Asset Priority Collateral securing any ABL Revolving Credit Obligations.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, attachment creation, attachment, validity, enforceability or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Term Priority Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Liens securing the Term Obligations granted on the Term Priority Collateral, (ii) the date on which any ABL Obligations or Liquidation ProceedingTerm Obligations are extended, (iii) and notwithstanding any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (iv) any provision set forth in any ABL Loan Documents Document or any Term Document (other than this Agreement), or (v) the Note Documentspossession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any Term Priority Collateral as of the date hereof or otherwise, the ABL Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Claimholdersother ABL Secured Parties, hereby agree agrees that: (ai) any Lien of the ABL Agent on the ABL Term Priority Collateral securing the ABL Obligations, whether such Lien is any Term Obligations now or hereafter held by or on behalf of the ABL Agent any Term Representative or any other ABL Claimholder Term Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Term Priority Collateral securing any Note of the ABL Obligations (without giving effect to the proviso at the end of the first sentence of the definition of ABL Obligations); and (bii) any Lien of the Notes Agent on the Notes Term Priority Collateral securing any ABL Obligations (without giving effect to the Note proviso at the end of the definition of ABL Obligations, whether such Lien is ) now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder ABL Agent or any other ABL Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Term Priority Collateral securing any ABL Term Obligations.;

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens securing the Note Revolving Obligations granted on with respect to the Collateral or of any Liens securing the ABL Notes Obligations granted on with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any contrary provision of the UCC or any UCCother applicable law or the Revolving Loan Documents or the Notes Documents, as applicable, or any defect or deficiencies in, or failure to attach or perfect, the Liens securing any of the Obligations, or any other applicable law, or the ABL Loan Documents or the Note Documentscircumstance whatsoever, the ABL Agent, Notes Collateral Agent and the Revolving Collateral Agent hereby agree (on behalf of the ABL itself and its respective other Claimholders, and the Notes Agent, on behalf of the Note Claimholders, hereby agree ) that: (a) any Lien of with respect to the ABL Agent on the ABL Revolving Priority Collateral securing the ABL Obligations, whether such Lien is any Revolving Obligations now or hereafter held by or on behalf of of, or created for the ABL benefit of, the Revolving Collateral Agent or any other ABL Claimholder Revolving Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on with respect to the ABL Revolving Priority Collateral securing any Note Notes Obligations; and; (b) any Lien of the Notes Agent on with respect to the Notes Priority Collateral securing the Note Obligations, whether such Lien is any Notes Obligations now or hereafter held by or on behalf of of, or created for the benefit of, the Notes Agent, any other Note Claimholder Collateral Agent or any other Notes Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens on any Lien with respect to the Notes Priority Collateral securing any ABL Revolving Obligations; (c) any Lien with respect to the Revolving Priority Collateral securing any Notes Obligations now or hereafter held by or on behalf of, or created for the benefit of, the Notes Collateral Agent, any Notes Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Revolving Priority Collateral securing any Revolving Obligations; and (d) any Lien with respect to the Notes Priority Collateral securing any Revolving Obligations now or hereafter held by or on behalf of, or created for the benefit of, the Revolving Collateral Agent, any Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Notes Priority Collateral securing any Notes Obligations. The priority and subordination of Liens provided for in this Agreement (i) shall continue to be effective with respect to any part of the Collateral from and after the date hereof whether such Liens are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction or otherwise, and whether as a result of any action taken by the Notes Collateral Agent or the Revolving Collateral Agent, as applicable, or any failure by such Person to take any action with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document, or otherwise and (ii) are intended to be effective whether or not such Liens are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person (but only to the extent that such subordination is permitted pursuant to the terms of the Revolving Credit Agreement, the Indenture and each Additional Pari Passu Obligations Agreement then in effect or as contemplated in Section 6.1).

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any of the Note Notes Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL Loan Documents or any of the Note DocumentsNotes Documents or any defect or deficiencies in, or failure to attach or perfect, the Liens securing the ABL Obligations, or any of the Notes Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of the ABL Claimholders, and the First-Lien Notes Agent, Agent on behalf of the Note First-Lien Notes Claimholders, the Second-Lien Notes Agent on behalf of the Second-Lien Notes Claimholders, the Third-Lien Notes Agent on behalf of the Third- Lien Notes Claimholders, and the Term Loan Agent on behalf of the Term Loan Claimholders hereby agree that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Notes Obligations; and (b) any Lien and the Liens of the Notes Agent on ABL Claimholders, the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf Liens of the First-Lien Notes AgentClaimholders, any other Note Claimholder or any other agent or trustee thereforthe Liens of the Second-Lien Notes Claimholders, regardless the Liens of how or when acquired, whether by grant, possession, statute, operation the Third-Lien Notes Claimholders and the Liens of law, subrogation or otherwise, the Term Loan Claimholders shall be senior in all respects rank as set forth below with respect to all Liens on the ABL Priority Collateral: ABL Claimholders First Term Loan Claimholders First-Lien Notes Priority Collateral securing any ABL Obligations.Claimholders Second Third Second-Lien Notes Claimholders Fourth

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Pari Term Debt Priority Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Liens securing the Pari Term Debt Obligations granted on the Pari Term Debt Priority Collateral, (ii) the validity or Liquidation Proceedingenforceability of the security interests and Liens granted in favor of any Collateral Agent or any Secured Party on the Pari Term Debt Priority Collateral, (iii) and notwithstanding the date on which any ABL Obligations or Pari Term Debt Obligations are extended, (iv) any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Loan Documents Document or any Pari Term Debt Document (other than this Agreement), (vi) the Note Documentspossession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any Pari Term Debt Priority Collateral as of the date hereof or otherwise, or (vii) any other circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL Claimholders, and the Notes Agent, on behalf of the Note ClaimholdersSecured Parties, hereby agree agrees that: (ai) any Lien of the ABL Agent on the ABL Pari Term Debt Priority Collateral securing the ABL Obligations, whether such Lien is any Pari Term Debt Obligations now or hereafter held by or on behalf of the ABL applicable Collateral Agent or any other ABL Claimholder Pari Term Debt Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Pari Term Debt Priority Collateral securing any Note of the ABL Obligations; and; (bii) any Lien of the Notes Agent on the Notes Pari Term Debt Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes ABL Collateral Agent, any other Note Claimholder ABL Secured Parties or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Pari Term Debt Priority Collateral securing any Pari Term Debt; All Liens on the Pari Term Debt Priority Collateral securing any Pari Term Debt Obligations shall be and remain senior in all respects and prior to all Liens on the Pari Term Debt Priority Collateral securing any ABL ObligationsObligations for all purposes, whether or not such Liens securing any Pari Term Debt Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Term Loan Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Loan Documents or the Note DocumentsTerm Loan 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, or the subordination (by equitable subordination or otherwise) 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 ClaimholdersSecured Parties, and the Notes Term Loan Collateral Agent, for itself and on behalf of the Note ClaimholdersTerm Loan Secured Parties, hereby agree each agrees that: (a) any Lien in respect of all or any portion of the ABL First Lien Collateral held by the ABL Collateral Agent on or any ABL Secured Party that secures all or any portion of the ABL Priority Obligations shall in all respects be senior and prior to all Liens held by the Term Loan Collateral securing Agent or any Term Loan Secured Party in the ABL First Lien Collateral to secure all or any portion of the Term Loan Obligations; (b) any Lien in respect of all or any portion of the ABL First Lien Collateral held by the Term Loan Collateral Agent or any Term Loan Secured Party that secures all or any portion of the Term Loan Priority Obligations shall in all respects be senior and prior to all Liens held by the ABL Collateral Agent or any ABL Secured Party in the ABL First Lien Collateral to secure all or any portion of the ABL Excess Obligations; (c) any Lien in respect of all or any portion of the ABL First Lien Collateral held by the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Excess Obligations shall in all respects be senior and prior to all Liens held by the Term Loan Collateral Agent or any Term Loan Secured Party in the ABL First Lien Collateral to secure all or any portion of the Term Loan Excess Obligations; (d) any Lien in respect of all or any portion of the Term Loan First Lien Collateral held by the Term Loan Collateral Agent or any Term Loan Secured Party that secures all or any portion of the Term Loan Priority Obligations shall in all respects be senior and prior to all Liens held by the ABL Collateral Agent or any ABL Secured Party in the Term Loan First Lien Collateral to secure all or any portion of the ABL Obligations; (e) any Lien in respect of all or any portion of the Term Loan First Lien Collateral held by the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Priority Obligations shall in all respects be senior and prior to all Liens held by the Term Loan Collateral Agent or any Term Loan Secured Party in the Term Loan First Lien Collateral to secure all or any portion of the Term Loan Excess Obligations; (f) any Lien in respect of all or any portion of the Term Loan First Lien Collateral held by the Term Loan Collateral Agent or any Term Loan Secured Party that secures all or any portion of the Term Loan Excess Obligations shall in all respects be senior and prior to all Liens held by the ABL Collateral Agent or any ABL Secured Party in the Term Loan First Lien Collateral to secure all or any portion of the ABL Excess Obligations; and (g) any Lien in respect of all or any portion of the Term Loan Exclusive Real Property held by the Term Loan Collateral Agent or any Term Loan Secured Party that secures all or any portion of the Term Loan Obligations shall in all respects be senior and prior to all Liens held by the ABL Collateral Agent or any ABL Secured Party in the Term Loan Exclusive Real Property to secure all or any portion of the ABL Obligations (it being acknowledged and agreed that this Section (g) shall not constitute an exception to the prohibition on such Liens securing ABL Obligations as set forth in the final paragraph of Section 2.3). The priorities set forth in this Section 2.1 shall apply to all Liens, whether such Lien is now or hereafter held by held, now existing or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee thereforhereafter arising, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, acquisition, assumption or otherwise, and in each case shall be senior in include all respects and prior Liens granted to any Lien on the ABL Priority Collateral securing any Note Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes ABL Collateral Agent, any other Note Claimholder ABL Secured Party, the Term Loan Collateral Agent, or any other Term Loan Secured Party, as appropriate, or any agent or trustee thereforfor or on behalf of the ABL Collateral Agent, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Collateral securing any ABL Obligations.Secured Party, the Term Loan Collateral Agent or any Term Loan Secured Party, respectively. In all cases set forth in this Agreement, if a Lien (“Lien A”) is specified as senior and prior to another Lien (“Lien B”), Lien B is junior and subordinate to Lien A.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, attachment creation, attachment, validity, enforceability or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Term Priority Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Liens securing the Term Obligations granted on the Term Priority Collateral, (ii) the date on which any ABL Obligations or Liquidation ProceedingTerm Obligations are extended, (iii) and notwithstanding any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (iv) any provision set forth in any ABL Loan Documents Document or any Term Document (other than this Agreement), or (v) the Note Documentspossession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any Term Priority Collateral as of the date hereof or otherwise, the ABL Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Claimholdersother ABL Secured Parties, hereby agree agrees that: (ai) any Lien of the ABL Agent on the ABL Term Priority Collateral securing the ABL Obligations, whether such Lien is any Term Obligations now or hereafter held by or on behalf of the ABL Term Agent or any other ABL Claimholder Term Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Term Priority Collateral securing any Note of the ABL Obligations (without giving effect to the proviso at the end of the definition of ABL Obligations); and (bii) any Lien of the Notes Agent on the Notes Term Priority Collateral securing any ABL Obligations (without giving effect to the Note proviso at the end of the definition of ABL Obligations, whether such Lien is ) now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder ABL Agent or any other ABL Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Term Priority Collateral securing any ABL Term Obligations; in each case, to the extent that the Liens of the Term Agent in the Term Priority Collateral are valid, enforceable and perfected.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any North America ABL Obligations and/or the Note Notes Pari Passu Lien Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, the PPSA or any other applicable law, law or any of the North America ABL Loan Documents or the Note DocumentsIndenture Pari Passu 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, any Liens securing any North America ABL Obligations or the Notes Pari Passu Lien Obligations, the subordination of such Liens to any Liens securing other obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the North America ABL Agent, on behalf of itself and the other North America ABL Claimholders, and the Notes AgentCollateral Trustee, on behalf of itself and the Note other Notes Pari Passu Lien Claimholders, each hereby agree that: (a) subject to clause (c) below, any Lien of the ABL Agent on the North America ABL Priority Collateral to the extent securing the any North America ABL Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the North America ABL Agent Agent, or any other North America ABL Claimholder Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the North America ABL Priority Collateral securing any Note Notes Pari Passu Lien Obligations; and; (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Notes Pari Passu Lien is Obligations now or hereafter held by or on behalf of the Notes AgentCollateral Trustee, any other Note Claimholder Notes Pari Passu Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior and prior in all respects to all Liens on the Notes Priority Collateral securing any North America ABL Obligations; and (c) any Lien on the North America ABL Priority Collateral to the extent securing any Excess North America ABL Obligations now or hereafter held by or on behalf of the North America ABL Agent or any other North America ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the North America ABL Priority Collateral securing any Notes Pari Passu Lien Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Term Loan Obligations granted on the Collateral or of any Liens securing the ABL Revolving Credit Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, law or the ABL Revolving Credit Loan Documents or the Note DocumentsTerm Loan Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Obligations or Term Loan Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Revolving Credit Claimholders and the Term Loan Collateral Agent, on behalf of itself and the Note Claimholders, Term Loan Claimholders hereby agree that: (a) any Lien of the ABL Revolving Credit Collateral Agent on the ABL Priority Collateral securing the ABL ObligationsRevolving Credit Primary Collateral, whether such Lien is now or hereafter held by or on behalf of the ABL Revolving Credit Collateral Agent or any other ABL Claimholder Revolving Credit Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the ABL Priority Revolving Credit Primary Collateral securing any Note Term Loan Obligations; and (b) any Lien of the Notes Term Loan Collateral Agent on the Notes Priority Collateral securing the Note ObligationsTerm Loan Primary Collateral, whether such Lien is now or hereafter held by or on behalf of the Notes Term Loan Collateral Agent, any other Note Claimholder Term Loan Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Term Loan Primary Collateral securing any ABL Revolving Credit Obligations.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, attachment creation, attachment, validity, enforceability or perfection of any Liens securing the Note Obligations granted on in the Collateral or of any Liens securing the ABL Obligations, the Senior Note Obligations granted or the Junior Note Obligations, (ii) the date on the Collateral which any ABL Obligations, any Senior Note Obligations or any Junior Note Obligations are extended, (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the periodiii) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, the PPSA or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (iv) any provision set forth in any ABL Loan Documents Document, any Senior Note Document or any Junior Note Document (other than this Agreement), or (v) the Note Documentspossession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any Collateral as of the date hereof or otherwise, the ABL each Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Claimholdersits respective other Secured Parties, hereby agree agrees that: (ai) any Lien of the ABL Agent on with respect to the ABL Priority Collateral securing the any ABL Obligations, whether such Lien is Priority Obligations now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation, or otherwise, shall be senior in all respects and prior to any Liens with respect to the ABL Priority Collateral securing (A) any Senior Note Obligations, (B) any Junior Note Obligations and (C) any Excess ABL Debt; (ii) any Lien with respect to the ABL Priority Collateral securing any Note Priority Obligations now or hereafter held by or on behalf of the Note Agents or any other Note Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (A) junior and subordinate in all respects to all Liens with respect to the ABL Priority Collateral securing any ABL Priority Obligations and (B) senior in all respects and prior to any Liens with respect to the ABL Priority Collateral securing (1) any Excess ABL Debt, (2) any Excess Senior Note Debt and (3) any Excess Junior Note Debt; (iii) any Lien with respect to the Note Priority Collateral securing any Note Priority Obligations now or hereafter held by or on behalf of the Note Agents or any other Note Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien Liens on the Note Priority Collateral securing (A) any ABL Obligations, (B) any Excess Senior Note Debt and (C) any Excess Junior Note Debt; (iv) any Lien with respect to the Note Priority Collateral securing any Note Obligations; and (b) any Lien of the Notes Agent on the Notes ABL Priority Collateral securing the Note Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder ABL Agent or any other ABL Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (A) junior and subordinate in all respects to any Liens on the Note Priority Collateral securing any Note Priority Obligations and (B) senior in all respects and prior to all any Lien on the Note Priority Collateral securing (1) any Excess ABL Obligations, (2) any Excess Senior Note Debt and (3) any Excess Junior Note Debt. Notwithstanding anything to the contrary in this Agreement, the priorities of any Liens on the Notes Note Priority Collateral securing the Senior Note Obligations and the Junior Note Obligations, as between them, shall be governed by and subject to the Notes Intercreditor Agreement. The priorities of the Liens provided in this Section 2.1(a) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement, refunding or refinancing of the ABL Documents and/or the ABL Obligations, the Senior Note Documents and/or the Senior Note Obligations, or the Junior Note Documents and/or the Junior Note Obligations, nor by any action or inaction which any ABL ObligationsSecured Party, Senior Note Secured Party and/or Junior Note Secured Party may take or fail to take in respect of the Collateral. Notwithstanding any failure by any Collateral Agent to perfect its security interests in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to such Collateral Agent, the priority and rights as between the Liens of the ABL Agent, the Liens of the Senior Note Agent, and the Liens of the Junior Note Agent shall be as set forth herein.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Junior Lien Obligations granted on the Collateral or of any Liens securing the ABL Senior Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of the UCC or any UCCother applicable law or the Junior Lien 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 Senior Lien Obligations, the subordination of such Liens to any other Liens, or any other applicable lawcircumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the ABL Loan Documents or the Note DocumentsCompany, the ABL each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholderseach other Junior Lien Claimholder represented by it, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any Senior Lien is Obligations now or hereafter held by or on behalf of the ABL any Senior Lien Representative, any Senior Lien Collateral Agent or any other ABL Claimholder Senior Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Junior Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Junior Lien is Obligations now or hereafter held by or on behalf of the Notes any Junior Lien Representative, any Junior Lien Collateral Agent, any other Note Claimholder Junior Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL Senior Lien Obligations. All Liens on the Collateral securing any Senior Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Junior Lien Obligations for all purposes, whether or not such Liens securing any Senior Lien Obligations are subordinated to any Lien securing any other obligation of the Company or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment attachment, recordation or perfection of any Liens securing the Note Obligations granted on the Collateral securing the ABL Obligations or of any Liens securing the ABL Obligations granted on the Collateral (includingsecuring the Term Loan Obligations, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, the UCC or any other applicable law, or the ABL Loan Documents or the Note Term Loan 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 ABL Liens securing any of the Obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor, each Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note its Related Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the any ABL Obligations, whether such Lien is Obligations now or hereafter held by or on behalf of the ABL Agent or Credit Agreement Collateral Agent, any other ABL Claimholder Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statutestatute (including any judgment lien), operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note of the Term Loan Obligations; and; (b) any Lien of the Notes Agent on the Notes ABL Priority Collateral securing the Note Obligations, whether such Lien is any Term Loan Obligations now or hereafter held by or on behalf of the Notes any Term Loan Collateral Agent, any other Note Claimholder Term Loan Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statutestatute (including any judgment lien), operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any of the ABL Obligations; (c) all Liens on the ABL Priority Collateral securing any ABL Obligations shall be and remain senior in all respects and prior to all Liens on the ABL Priority Collateral securing any Term Loan Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien on the ABL Priority Collateral securing any other obligation of the Obligors or any other Person; (d) any Lien on the Term Loan Priority Collateral securing any Term Loan Obligations now or hereafter held by or on behalf of any Term Loan Collateral Agent, any other Term Loan Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute (including any judgment lien), operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Term Loan Priority Collateral securing any of the ABL Obligations; (e) any Lien on the Term Loan Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of the ABL Credit Agreement Collateral Agent, any other ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute (including any judgment lien), operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Notes Term Loan Priority Collateral securing any of the Term Loan Obligations; and (f) all Liens on the Term Loan Priority Collateral securing any Term Loan Obligations shall be and remain senior in all respects and prior to all Liens on the Term Loan Priority Collateral securing any ABL ObligationsObligations for all purposes, whether or not such Liens securing any Term Loan Obligations are subordinated to any Lien on the Term Loan Priority Collateral securing any other obligation of the Obligors or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on any of the Collateral Collateral, or of any Liens securing the ABL Senior Lien Obligations granted on any of the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, the UCC or any other applicable lawlaw or the provisions of the Second Lien Credit Documents or any other circumstance whatsoever (including, without limitation, the 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, or omission with respect to, any of the foregoing, or the ABL Loan Documents fact that any such Liens securing Senior Lien Obligations are at any time (x) subordinated to any Lien securing any obligation of any Person or the Note Documentsto any Indebtedness in favor of any Person or (y) otherwise subordinated (whether consensually, by court order or otherwise), voided, avoided, invalidated or lapsed), the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, Second Lien Claimholders hereby agree that: : (a) any Lien of the ABL Agent on the ABL Priority Collateral or any part thereof securing the ABL Obligations, whether such any Senior Lien is Obligations now or hereafter held by or on behalf of the ABL Senior Lien Collateral Agent or any other ABL Claimholder Senior Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral or any part thereof securing any Note Second Lien Obligations; and and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is or any part thereof now or hereafter held by or on behalf of the Notes Agent, any other Note Second Lien Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL Senior Lien Obligations. All Liens on the Collateral securing any Senior Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, regardless of the 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, or omission with respect to, any of the foregoing, or the fact that any such Liens in favor of any Senior Lien Collateral Agent are (x) subordinated to any Lien securing any obligation of any Person or to any Indebtedness in favor of any Person or (y) otherwise subordinated (whether consensually, by court order or otherwise), voided, avoided, invalidated or lapsed.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Revolving Credit Secured Obligations granted on the Collateral, of any Liens securing Pari Passu Secured Obligations granted on the Collateral or of any Liens securing the ABL Subordinated Lien Secured Obligations granted on the Collateral (includingCollateral, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, the PPSA or any other applicable law, law or the ABL Revolving Credit Loan Documents, the Pari Passu Loan Documents or the Note DocumentsSubordinated Lien Loan Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Secured Obligations, the Pari Passu Secured Obligations, the Subordinated Lien Secured Obligations or any other circumstance whatsoever, each Revolving Credit Agent, on behalf of itself and the ABL other Revolving Credit Claimholders, and the Notes Agenteach Pari Passu Representative, on behalf of itself and the Note Claimholdersother Pari Passu Secured Parties, and each Subordinated Lien Representative, on behalf of itself and the other Subordinated Lien Secured Parties, hereby agree agrees that: (a) a. any Lien of the ABL Agent Liens on the ABL Revolving Credit Priority Collateral securing the ABL any Revolving Credit Secured Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL any Revolving Credit Agent or any other ABL Revolving Credit Claimholder or any other agent or trustee therefor, regardless of how or when 844805.3D-Chicago Server 2A - MSW acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and all other respects and prior to any Lien Liens on the ABL Revolving Credit Priority Collateral securing any Note Pari Passu Secured Obligations or any Subordinated Lien Secured Obligations; and; (b) b. any Lien of the Notes Agent Liens on the Notes Pari Passu Priority Collateral securing the Note any Pari Passu Secured Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes any Pari Passu Collateral Agent, any Pari Passu Secured Party or any agent or trustee therefor regardless of how acquired, whether by 844805.3D-Chicago Server 2A - MSW grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and all other Note Claimholder respects to any Liens on the Pari Passu Priority Collateral which may secure any Revolving Credit Secured Obligations or any Subordinated Lien Secured Obligations; c. any Liens on the Collateral securing any Revolving Credit Secured Obligations and the Liens on the Collateral securing any Pari Passu Secured Obligations (together with the Revolving Credit Secured Obligations, collectively, the “Senior Secured Obligations”), whether now or hereafter held by or on behalf of any Revolving Credit Agent or any other Revolving Credit Claimholder, or any Pari Passu Collateral Agent or any other Pari Passu Secured Party or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and all other respects to all any Liens on the Notes Priority Collateral securing any ABL Subordinated Loan Secured Obligations; and d. the priority of the Liens among each Series of Pari Passu Secured Obligations and each Series of the Subordinated Lien Secured Obligations are set forth in Article III and Article IV hereof, respectively.

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL Bank Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCCPPSA, UCC or any other applicable law, or the ABL Bank Loan Documents or the Note Documents, the ABL Bank Agent, on behalf of the ABL Bank Claimholders, and the Notes Note Agent, on behalf of the Note Claimholders, hereby agree that: (a) any Lien of the ABL Bank Agent on the ABL Bank Priority Collateral securing the ABL Bank Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Bank Agent or any other ABL Bank Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Bank Priority Collateral securing any Note Obligations; and (b) any Lien of the Notes Note Agent on the Notes Note Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Note Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Note Priority Collateral securing any ABL Bank Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral Collateral, or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, the UCC or any other applicable lawlaw or the provisions of the Second Lien Credit Documents or any other circumstance whatsoever (including, without limitation, the 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 foregoing, or the ABL Loan Documents fact that any such Liens securing First Lien Obligations are at any time (x) subordinated to any Lien securing any obligation of any Person or the Note Documentsto any Indebtedness in favor of any Person or (y) otherwise subordinated, voided, avoided, invalidated or lapsed), the ABL Second Lien Collateral Agent, for itself and on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree agrees that: : (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, regardless of the 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 foregoing, or the fact that any such Liens in favor of any First Lien Collateral Agent are (x) subordinated to any Lien securing any obligation of any Person or to any Indebtedness in favor of any Person or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Fixed Asset Obligations granted on the Collateral or of any Liens securing the ABL Revolving Credit Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, law or the ABL Revolving Credit Loan Documents or the Note DocumentsFixed Asset Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Obligations or Fixed Asset Obligations, and whether or not such Liens securing, or purporting to secure, any Revolving Credit Obligations or Fixed Asset Obligations are subordinated to any Lien securing any other obligation of the Borrowers, or any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and/or the ABL Revolving Credit Claimholders, and the Notes each Fixed Asset Collateral Agent, on behalf of itself and/or the Note applicable Fixed Asset Claimholders, hereby agree each agrees that: (a) : any Lien of the ABL Revolving Credit Collateral Agent on the ABL Priority Collateral securing the ABL ObligationsCollateral, whether such Lien is now or hereafter held by or on behalf of the ABL Revolving Credit Collateral Agent or any other ABL Claimholder Revolving Credit Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the ABL Priority Collateral securing or purporting to secure any Note Fixed Asset Obligations; and (b) and any Lien of the Notes any Fixed Asset Collateral Agent on the Notes Priority Collateral securing the Note ObligationsFixed Asset Collateral, whether such Lien is now or hereafter held by or on behalf of the Notes such Fixed Asset Collateral Agent, any other Note Fixed Asset Claimholder or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Fixed Asset Collateral securing or purporting to secure any ABL Revolving Credit Obligations.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Priority Obligations granted on the Collateral or of any Liens securing the ABL First Priority Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable lawlaw or the Second Priority Documents or any defect or deficiencies in, or the ABL Loan Documents failure to perfect or the Note Documentslapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the ABL Liens securing the First Priority Obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Priority Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Priority Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is any First Priority Obligations now or hereafter held by or on behalf of the ABL First Priority Collateral Agent or any other ABL Claimholder First Priority Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior and prior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Priority Obligations; and; (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is any Second Priority Obligations now or hereafter held by or on behalf of the Notes Second Priority Collateral Agent, any other Note Claimholder Second Priority Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Priority Obligations. All Liens on the Collateral securing any First Priority Obligations shall be and remain senior and prior in all respects to any Lien on the Collateral securing any Second Priority Obligations for all purposes, whether or not such Liens securing any First Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person; and (c) any Lien on the Collateral securing any Excess First Priority Obligations now or hereafter held by or on behalf of the First Priority Collateral Agent, any First Priority Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the Collateral securing any Second Priority Obligations up to but not exceeding the Second Priority Cap Amount (but only with respect to such excess amounts). All Liens securing Excess First Priority Obligations will be senior in all respects and prior to any Lien on the Collateral securing any Excess Second Priority Obligations and all Liens securing any Excess Second Priority Obligations will be junior and subordinate in all respects and prior to any Lien securing Excess First Priority Obligations. The subordination of Liens securing Second Priority Obligations to Liens securing First Priority Obligations in this Agreement affects only the relative priority of those Liens, and does not subordinate the Second Priority Obligations in right of payment to the First Priority Obligations. Nothing in this Agreement will affect the entitlement of any Second Priority Claimholder to receive and retain required payments of interest, principal, and other amounts in respect of a Second Priority Obligation unless the receipt is expressly prohibited by, or results from the Second Priority Claimholder’s breach of, this Agreement.

Relative Priorities. Irrespective of Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection of any Liens securing the Note ABL Obligations or the Notes Obligations granted on the TL Priority Collateral or of any Liens securing the ABL Term Obligations granted on the Collateral TL Priority Collateral, (including, ii) the validity or enforceability of the security interests and Liens granted in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement favor of any Insolvency Collateral Agent or Liquidation Proceedingany Secured Party on the TL Priority Collateral, (iii) and notwithstanding the date on which any ABL Obligations, Term Obligations or Notes Obligations is extended, (iv) any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Loan Documents Document, any Term Document or any Notes Document (other than this Agreement), (vi) the Note Documentspossession or control by any Collateral Agent or any Secured Party or any bailee of all or any part of any TL Priority Collateral as of the date hereof or otherwise, or (vii) any other circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and the ABL ClaimholdersSecured Parties, and the Notes Collateral Agent, on behalf of itself and the Note Claimholders, Notes Secured Parties hereby agree that: : any Lien on the TL Priority Collateral securing any Term Obligations now or hereafter held by or on behalf of the Term Collateral Agent or any Term Secured Parties 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 (ax) any Lien on the TL Priority Collateral securing any of the ABL Agent Obligations and (y) any Lien on the ABL TL Priority Collateral securing any of the ABL Notes Obligations, whether such ; any Lien is on the TL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent, any ABL Secured Parties, the Notes Collateral Agent, any Notes Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the TL Priority Collateral securing any Term Obligations; any Lien on the TL Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any other ABL Claimholder Secured Parties or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL TL Priority Collateral securing any Note Obligations; and (b) any Lien of the Notes Agent Obligations; and any Lien on the Notes TL Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Collateral Agent, any other Note Claimholder Notes Secured Party or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes TL Priority Collateral securing any ABL Obligations. All Liens on the TL Priority Collateral securing any Term Obligations shall be and remain senior in all respects and prior to all Liens on the TL Priority Collateral securing (x) any ABL Obligations and (y) any Notes Obligations for all purposes, whether or not such Liens securing any Term Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. All Liens on the TL Priority Collateral securing any ABL Obligations shall be and shall remain senior in all respects and prior to all Liens on the TL Priority Collateral securing any Notes Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Second Lien Loan Documents or the Note Documents, the ABL Second Lien Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Second Lien Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations. (c) All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, notwithstanding any defect or deficiencies in, or failure to perfect or lapse in perfection of, the Liens securing the First Lien Obligations, the subordination of any Lien on the Collateral securing any First Lien Obligations to any Lien securing any other obligation of the Borrower or any other Person, the avoidance, invalidation or lapse of any Lien on the Collateral securing any First Lien Obligations or any defect or deficiencies in the Liens securing the First Lien Obligations or any other circumstance whatsoever.

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable lawlaw or the Second Lien Documents or any defect or deficiencies in, or the ABL Loan Documents failure to perfect or the Note Documentslapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the ABL Liens securing the First Lien Obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior and prior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and; (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any ABL First Lien Obligations.. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior and prior in all respects to any Lien on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person; and (c) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the Collateral securing any Second Lien Obligations up to but not exceeding the Second Lien Cap Amount (but only with respect to such excess amounts). All Liens securing Excess First Lien Obligations will be senior in all respects and prior to any Lien on the Collateral securing any Excess Second Lien Obligations and all Liens securing any Excess Second Lien Obligations will be junior and subordinate in all respects and prior to any Lien securing Excess First Lien Obligations. The subordination of Liens securing Second Lien Obligations to Liens securing First Lien Obligations in this Agreement affects only the relative priority of those Liens, and does not subordinate the Second Lien Obligations in right of payment to the First Lien

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, or any other applicable law, law or the ABL Second Lien Loan Documents or the Note Documentsany defect or deficiencies in, or failure to perfect or lapse in perfection of, the ABL Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Collateral Agent, on behalf of the ABL Claimholders, itself and the Notes Agent, on behalf of the Note Second Lien Claimholders, hereby agree agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of the ABL First Lien Collateral Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Second Lien Obligations; and; (b) any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of the Notes Second Lien Collateral Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations; (c) all Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other Note Claimholder obligation of the Borrower, any other Grantor or any other Person; (d) any Lien on the Second Lien Priority Assets securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Second Lien Claimholders or any agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to and prior to any Liens on the Second Lien Priority Assets securing any First Lien Obligations; (e) any Lien on the Second Lien Priority Assets securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any First Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Notes Second Lien Priority Assets securing any Second Lien Obligations; (f) all Liens on the Second Lien Priority Assets securing any Second Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Second Lien Priority Assets securing and First Lien Obligation for all purposes, whether or not such Lien securing any Second Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person; and (g) the Liens of the First Lien Collateral Agent on the Collateral, to the extent that such Liens secure Obligations under the First Lien Credit Agreement that are not First Lien Obligations hereunder, are and shall be junior and subordinate in all respects to the Liens of the Second Lien Collateral Agent on the Collateral, to the extent that such Liens secure Second Lien Obligations permitted hereunder. Notwithstanding the foregoing clause (g), each First Lien Claimholder agrees not to enter into any agreement with another creditor of any Grantor to subordinate the Liens in any Collateral securing any ABL ObligationsFirst Lien Obligations to the Liens of such other creditor in the same Collateral, or to subordinate the right of such First Lien Claimholder to the payment of any First Lien Obligations to the payment of the indebtedness or claim of any other creditor of any Grantor, in each case without the prior written consent of the Second Lien Collateral Agent, except (i) as specified herein, (ii) with respect to Permitted Subordinations or (iii) with respect to Liens that would constitute a “Permitted Encumbrance” under the First Lien Loan Documents and obligations of the applicable Grantor with respect to such Liens.

Relative Priorities. Irrespective Each Second Lien Collateral Agent, for itself and on behalf of each Second Lien Claimholder with respect to which such Second Lien Collateral Agent is acting as Agent, and each First Lien Collateral Agent, for itself and on behalf of each First Lien Claimholder with respect to which such First Lien Collateral Agent is acting as Agent, agrees that, notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Second Lien Obligations granted on the Collateral (or purported to be granted on the Collateral) or of any Liens securing the ABL First Lien Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any the UCC, PPSA, or any other applicable lawlaw or the Second Lien Documents or any defect or deficiencies in, or the ABL Loan Documents or the Note Documentsfailure to perfect, the ABL Agent, on behalf of Liens securing the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, hereby agree thatFirst Lien Obligations or any other circumstance whatsoever: (a) any Lien of (other than the ABL Agent Dutch Law Governed Liens) on the ABL Priority Collateral (or purported to be granted on the Collateral) securing the ABL Obligations, whether such any First Lien is Obligations now or hereafter held by or on behalf of of, or created for the ABL benefit of, any First Lien Collateral Agent or any other ABL Claimholder First Lien Claimholders or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral (or purported to be granted on the Collateral) securing any Note Second Lien Obligations; and; (b) any Lien of (other than the Notes Agent Dutch Law Governed Liens) on the Notes Priority Collateral (or purported to be granted on the Collateral) securing the Note Obligations, whether such any Second Lien is Obligations now or hereafter held by or on behalf of of, or created for the Notes benefit of, any Second Lien Collateral Agent, any other Note Claimholder Second Lien Claimholders or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Liens on the Notes Priority Collateral (or purported to be granted on the Collateral) securing any First Lien Obligations; and (c) each Second Lien Claimholder agrees with any Dutch Borrower that it, in accordance with clause 3:277 subsection 2 of the DCC, subordinates (achterstelt) all of its present and future claims (vorderingen) on such Dutch Borrower to any present and future claim of the First Lien Claimholder on such Dutch Borrower. All Liens on the Collateral (or purported to be granted on the Collateral) securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any ABL ObligationsSecond Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of any Borrower, any other Grantor or any other Person, or are otherwise voided, avoided, invalidated or lapsed.

Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any of the Note Notes Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL Loan Documents or any of the Note DocumentsNotes Documents or any defect or deficiencies in, or failure to attach or perfect, the Liens securing the ABL Obligations or any of the Notes Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of the ABL Claimholders, and the First-Lien Notes Agent, Agent on behalf of the Note First-Lien Notes Claimholders, the Second-Lien Notes Agent on behalf of the Second-Lien Notes Claimholders, and the Third-Lien Notes Agent on behalf of the Third-Lien Notes Claimholders, hereby agree that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Notes Obligations; and (b) any Lien and the Liens of the ABL Claimholders, the Liens of the First-Lien Notes Agent Claimholders, the Liens of the Second-Lien Notes Claimholders and the Liens of the Third-Lien Notes Claimholders shall rank as set forth below with respect to the ABL Priority Collateral: Priority on the Notes ABL Priority Collateral securing the Note Obligations, whether such ABL Claimholders First First-Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Claimholders Second Second-Lien Notes Priority Collateral securing any ABL Obligations.Claimholders Third

Relative Priorities. Irrespective of Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Term Loan Obligations granted on the Collateral or of any Liens securing the ABL Revolving Credit Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, law or the ABL Revolving Credit Loan Documents or the Note DocumentsTerm Loan Documents or any defect or deficiencies in, or failure to perfect, the ABL Liens securing the Revolving Credit Obligations or Term Loan Obligations or any other circumstance whatsoever, each Revolving Credit Agent, on behalf of itself and the ABL other Revolving Credit Claimholders, and the Notes each Term Loan Agent, on behalf of itself and the Note Claimholders, other Term Loan Claimholders hereby agree agrees that: (a) any Lien of the ABL Agent Liens on the ABL Revolving Credit Priority Collateral securing the ABL any Revolving Credit Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL any Revolving Credit Agent or any other ABL Revolving Credit Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and all other respects and prior to any Lien Liens on the ABL Revolving Credit Priority Collateral securing any Note Term Loan Obligations; and (b) any Lien of the Notes Agent Liens on the Notes Term Loan Priority Collateral securing the Note any Term Loan Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes any Term Loan Agent, any other Note Term Loan Claimholder or any other agent or trustee therefor, therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and all other respects to all any Liens on the Notes Term Loan Priority Collateral securing which may secure any ABL Revolving Credit Obligations.