Common use of Relative Priorities Clause in Contracts

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to First Lien on Agent or the Collateral securing Senior Indebtedness, on one handFirst Lien Secured Parties or Second Lien Agent or any Second Lien Secured Party and notwithstanding any provision of the UCC, or any applicable law or any provisions of the First Lien Documents or the Second 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 on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any First Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now First Lien Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Collateral securing the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Second Lien Secured Party which now or hereafter secure Subordinated Indebtedness, any agent or trustee therefor; and (bB) any such Lien on the Collateral securing any of the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Second Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any and all such First Lien Debt. (b) All Liens now or hereafter held by or for on the benefit of Collateral securing any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness First Lien Debt shall be and remain senior in right, priority, operation, effect all respects and prior to all other respects to Liens on the Collateral securing any and all such Liens now or hereafter held by or for the benefit of any Subordinated Second Lien Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens securing any First Lien Debt are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding (a) the date, manner or order of grant, attachment or perfection of any Second Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness First Priority Lien, (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding b) any provision of the UCC or any other applicable law or the provisions of any security document Security Document or any other Loan Document, (c) any defect in, or non-perfection, setting aside, or avoidance of a Lien or a First Lien Loan Document or a Second Lien Loan Document, (d) the modification of a First Lien Loan Document or a Second Lien Loan Document, (e) the exchange of any security interest in any Collateral for a security interest in other Collateral, (f) the commencement of an Insolvency Proceeding or any other circumstance circumstace whatsoever, including a circumstance that might be a defense available to, or a discharge of, a Grantor in respect of a First Lien Obligation or a Second Lien Obligation or holder of such Obligation, the Second Lien Administrative Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Second Lien Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, (ag) any such First Priority Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness First Lien Secured Party shall be senior in right, priority, operation, effect and all ll other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated IndebtednessSecond Priority Lien , (bh) any such Second Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior IndebtednessFirst Priority Liens, and (ci) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness First Priority Lien shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorCompany, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding Each of the dateUS Term Notes and the UK Term Notes shall be pari passu (and, manner for purposes of clarification, senior to the Fourth Tranche US Last Out Term Notes) in right of payment or order collectability, whether with respect to payment of grantredemptions, attachment [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED interest, damages or perfection upon liquidation or dissolution or otherwise. Each of any Lien the Fourth Tranche US Last Out Term Notes shall be pari passu (and, for purposes of clarification, junior to the US Term Notes and the UK Term Notes) in right of payment or collectability, whether with respect to payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise. To the extent the Last Out Notes have a Maturity Date prior to that of the US Term Notes and the applicable Credit Parties are required to pay the outstanding principal amount of such Notes on or after the Collateral securing Senior Indebtednessapplicable Maturity Date, the payment of the outstanding principal amount of such Notes (or the payment of the next scheduled principal payment in respect of such Notes, as the case maybe) shall be subordinated to the payment in full of the outstanding principal amount of the First Out Notes to the extent such principal payment of the Last Out Notes on one handsuch Maturity Date would reasonably be expected to cause an Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation both, would become an Event of the Credit Agreement), on the other hand, Default) to occur and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders shall not be permitted to adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, be paid so long as such Event of Default (or an event or circumstance that, with the Discharge passage of Senior Indebtedness has not occurredtime, the giving of notice, or both, would become an Event of Default) exists (a) it being agreed and understood that any such Lien now or hereafter held payment not permitted to be paid by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation operation of the Obligorforegoing shall subsequently be permitted to be paid if the payment thereof would not reasonably be expected to cause an Event of Default (or an event or circumstance that, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that a portion with the passage of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount giving of notice, or both, would become an Event of Default) to occur). For the Senior Indebtedness may be increasedavoidance of doubt, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided specified in this Section 2.1(f) shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing applicable to all voluntary and mandatory principal prepayments of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofNotes.

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment attachment, recordation or perfection of any Lien Liens on the Collateral securing Senior Indebtedness, on one hand, the Second Lien Obligations or of any Lien Liens on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handFirst Lien Obligations, and notwithstanding any provision of the UCC or any other applicable law law, or the provisions of any security document Initial Second Lien Documents or the First Lien Documents, or any other Loan Document 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 or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor, each Second Lien Collateral Agent, on behalf of itself and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralRelated Second Lien Claimholders, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of any First Lien Collateral Agent, any other First Lien 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 Collateral securing any of the Second Lien Obligations; (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Collateral Agent, any other Second Lien 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 Collateral securing any of the 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 any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Obligors or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding (a) the date, time, method, manner or order of grant, attachment or perfection of any Second Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness First Priority Lien, (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding b) any provision of the UCC or any other applicable law or the provisions of any security document Security Instrument or any other Loan Document, (c) any defect in, or non-perfection, setting aside, or avoidance of a Lien or a First Lien Loan Document or a Second Lien Loan Document, (d) the modification of a First Lien Loan Document or a Second Lien Loan Document, (e) the exchange of any security interest in any Collateral for a security interest in other Collateral, (f) the commencement of an Insolvency Proceeding or any other circumstance whatsoever, including a circumstance that might be a defense available to, or a discharge of, a Grantor in respect of a First Lien Obligation or a Second Lien Obligation or holder of such obligation, the Second Lien Collateral Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Second Lien Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, : (ai) any such First Priority Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness First Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, Second Priority Liens; (bii) any such Second Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such First Priority Liens; and (iii) the First Priority Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorBorrower, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) The grant of the Priority Liens pursuant to the Priority Lien Documents and the grant of the Second Liens pursuant to the Second Lien Documents create two separate and distinct Liens on the Collateral. (b) Notwithstanding anything contained in this Agreement, the datePriority Lien Documents, manner the Second Lien Documents, or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, order of the grant, attachment or perfection of a Lien, (iii) any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any conflicting provision of the New York UCC or any other applicable law law, (iv) any defect in, or the provisions of any security document non-perfection, setting aside, or any other Loan avoidance of, a Lien or a Priority Lien Document or any other circumstance whatsoevera Second Lien Document, and notwithstanding any failure (v) the modification of the Administrative Agent a Priority Lien Obligation or the Senior Lenders to adequately perfect its a Second Lien Obligation or their Liens in the Collateral, (vi) the subordination of any a Lien on the Collateral securing any Senior Indebtedness a Priority Lien Obligation to any a Lien securing any other another obligation of any Credit PartyXxxxxxxx or other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, or the avoidance, invalidation or lapse subordination of any a Lien on the Collateral securing any Senior Indebtednessa Second Lien Obligation to a Lien securing another obligation of Xxxxxxxx or other Person (other than a Priority Lien Obligation) that is permitted under the Second Lien Documents as in effect on the date hereof, each Subordinated Debt Party the Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, : (ai) any such Priority Lien on any Collateral now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Liens on any Collateral, (ii) any Second Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Second Lien now or hereafter held by or for the benefit of any Subordinated Debt Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Priority Liens on any Collateral, in any case, subject to the Priority Lien Cap as provided herein, and (iii) any Second Lien on any Collateral now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Second Lien Secured Party shall be and remain senior equal in right, priority, operation, effect and all other respects to any and all such Second Liens now or hereafter held by or for on any Collateral. (c) It is acknowledged that, subject to the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposesPriority Lien Cap (as provided herein), whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation (i) the aggregate amount of the ObligorPriority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that (ii) a portion of the Senior Indebtedness represents debt Priority Lien Obligations under the Priority Lien Credit Agreement consists or may consist of indebtedness that is revolving in nature 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, and that (iii) (A) the terms of the Senior Indebtedness Priority Lien Documents may be modifiedreplaced, extended 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 that in the aggregate amount case of the Senior Indebtedness may be increasedforegoing (A) and (B), replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and all without affecting the subordination of the Second Liens hereunder or the provisions hereofof this Agreement defining the relative rights of the Priority Lien Secured Parties and the Second Lien Secured Parties. The lien priorities provided in this Section for herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Replacement of either any of the Senior Indebtedness Priority Lien Obligations (or any part thereof) or the Subordinated Indebtedness, Second Lien Obligations (or any portion 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 other Secured Party may take or fail to take in respect of any Collateral.

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on the Collateral securing Senior Indebtedness, on one hand, Liens granted to ABL Agent or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, ABL Secured Parties or Term Loan Agent or the other Term Loan Secured Parties and notwithstanding any provision of the UCC UCC, or any other applicable law or the any provisions of any security document the ABL Documents or the Term Loan Documents or any other Loan Document defect or deficiencies in, or failure to grant or perfect, any Liens or the failure of such Liens to attach or any other circumstance whatsoever, the Term Loan Agent, on behalf of itself and notwithstanding any failure the other Term Secured Parties, and the ABL Agent, on behalf of itself and the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother ABL Secured Parties, the subordination of hereby agree that: (i) any Lien on the ABL Priority Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated ABL Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now ABL Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the ABL Priority Collateral securing the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Term Loan Secured Party or any agent or trustee therefor and any Lien on the ABL Priority Collateral securing any of the Term Loan Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit or on behalf of any Subordinated Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any ABL Debt; (ii) any Lien on the Term Loan Priority Collateral securing the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing the ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor and any Lien on the Term Loan Priority Collateral securing any of the ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Debt; (iii) any Lien on the ABL Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor shall be junior and subordinate in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the ABL Priority Collateral securing Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Term Loan Secured Party or hereafter secures Senior Indebtedness, any agent or trustee therefor and (c) any and all such Liens Lien on the ABL Priority Collateral securing any of the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Senior Lender which Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the ABL Priority Collateral securing any Excess ABL Debt; (iv) any Lien on the Term Loan Priority Collateral securing Excess Term Loan Debt now or hereafter secure Senior Indebtedness held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be junior and remain subordinate in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor and any Lien on the Term Loan Priority Collateral securing any of the ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Term Loan Priority Collateral securing any Excess Term Loan Debt; (v) any Lien on the ABL Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the ABL Priority Collateral securing Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Term Loan Secured Party or any agent or trustee therefor and any Lien on the ABL Priority Collateral securing any of the Excess Term Loan Debt Party which now or hereafter secures Subordinated Indebtedness held by or for all purposes, whether the benefit or not on behalf of any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any Excess ABL Debt; and (vi) any Lien on the Term Loan Priority Collateral securing Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other Personrespects to any Lien on the Term Loan Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefore and any Lien on the Term Loan Priority Collateral securing any of the Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Excess Term Loan Debt. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature (b) As between ABL Secured Parties and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedTerm Loan Secured Parties, and that the terms of this Agreement, including the Senior Indebtedness may be modifiedpriorities set forth above, extended shall govern even if part or amended from time to time, and that the aggregate amount all of the Senior Indebtedness may be increasedABL Debt or Term Loan Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, replaced or refinancedavoided, in each eventdisallowed, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered set aside or otherwise affected by invalidated in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement judicial proceeding or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofotherwise.

Relative Priorities. a. (a) Notwithstanding the date, manner time, method, manner, or order of grant, attachment attachment, or perfection of any Lien on Liens in the Collateral securing Senior Indebtedness, on one hand, the Term Loan Debt or of any Lien on Liens in the Collateral securing Subordinated Indebtedness the ABL Debt (including including, in each case, notwithstanding whether any Liens on assets such Lien is granted (or property prohibited by secures Debt relating to the period) before or in violation after the commencement of the Credit Agreement), on the other hand, any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC or any other applicable law law, the Term Loan Documents or the provisions of any security document ABL Documents or the or any other defect or deficiencies in, or failure to attach or perfect, the Liens securing the ABL Debt or the Term Loan Document Debt, or any other circumstance whatsoever, ABL Agent and notwithstanding Term Loan Agent hereby agree that: (i) any failure Lien with respect to the ABL Priority Collateral securing any ABL Priority Debt, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, any of the Administrative Agent ABL Claimholders or the Senior Lenders any agent or trustee therefor, regardless of how or when acquired, whether by gxxxx, possession, statute, operation of law, subrogation, or otherwise, shall be senior in all respects and prior to adequately perfect its or their Liens in the Collateral, the subordination of any Lien 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 Priority Collateral securing any Term Loan Debt, now or hereafter held by or on behalf of, or created for the benefit of, any of the Term Loan Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by gxxxx, 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 Debt, (B) other than the extent to which such Lien secures Excess Term Loan Debt, senior in all respects and prior to any Lien with respect to the ABL Priority Collateral securing any Excess ABL Debt and (C) to the extent such Lien secures Excess Term Loan Debt, junior and subordinate to all Liens with respect to the ABL Priority Collateral securing Excess ABL Debt; (iii) any Lien with respect to the Term Loan Priority Collateral securing any Term Loan Priority Debt, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, any of the 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 any Lien with respect to the Term Loan Priority Collateral securing (A) any ABL Debt or (B) any Excess Term Loan Debt; (iv) any Lien with respect to the Term Loan Priority Collateral securing any ABL Debt now or hereafter held by or on behalf of, or created for the benefit of, any of the ABL Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by gxxxx, possession, statute, operation of law, subrogation or otherwise, shall be (A) junior and subordinate in all respects to all Liens with respect to the Term Loan Priority Collateral securing any Term Loan Priority Debt, (B) other than the extent to which such Lien secures Excess ABL Debt, senior in all respects and prior to any Lien with respect to the Term Loan Priority Collateral securing any Excess Term Loan Debt and (C) to the extent such Lien secures Excess ABL Debt, junior and subordinate to all Liens with respect to the Term Loan Priority Collateral securing Excess Term Loan Debt; and (b) The foregoing priorities with respect to the Collateral securing any Senior Indebtedness Term Loan Debt or any Excess ABL Debt, in each case, shall be effective for all purposes, whether or not such Liens are subordinated to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges person (but only to the extent that a portion of the Senior Indebtedness represents debt that such subordination is revolving in nature and that the amount thereof that may be outstanding at any time or from time permitted pursuant to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, ABL Credit Agreement and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Term Loan Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated IndebtednessAgreement, or any portion thereofas contemplated in Section 6.2).

Relative Priorities. a. Notwithstanding Anything in this Agreement to the contrary notwithstanding, and notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handCollateral, and notwithstanding any provision of the UCC or UCC, any other applicable law law, the First Lien Loan Documents or the provisions of any security document Second Lien Loan Documents, or any other Loan Document 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 or any other circumstance whatsoever, and notwithstanding any failure each of the Administrative Agent or First Lien Agent, for itself and on behalf of the Senior Lenders to adequately perfect its or their Liens in other First Lien Secured Parties, and the CollateralSecond Lien Agent, for itself and on behalf of the subordination of any other Second Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit PartySecured Parties, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, that (a) any such First Priority Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior First Lien Secured Party, to the extent that the First Priority Liens secure the First Lien Obligations up to the Maximum First Lien Indebtedness Amount, shall be senior and prior in right, priority, operation, effect and all other respects right to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, Second Priority Liens; (b) any such Second Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects right to any and all First Priority Liens to the extent that such First Priority Liens secure the First Lien Obligations up to the Maximum First Lien Indebtedness Amount; (c) any First Priority Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior IndebtednessFirst Lien Secured Party, to the extent that the First Priority Liens secure the Excess First Lien Loan Amount, shall be junior and (c) subordinate to any and all Second Priority Liens, to the extent that such Liens secure the Second Lien Obligations up to the Maximum Second Lien Indebtedness Amount; (d) any Second Priority Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter Second Lien Secured Party, to the extent that the Second Priority Liens secure Senior the Second Lien Obligations up to the Maximum Second Lien Indebtedness Amount, shall be senior and remain senior prior in right, priority, operation, effect and all other respects right to any and all First Priority Liens, to the extent that such Liens secure the Excess First Lien Loan Amount; (e) any First Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Party which First Lien Secured Party, to the extent that the First Priority Liens secure the Excess First Lien Loan Amount, shall be senior and prior in right to any and all Second Priority Liens, to the extent that such Liens secure the Second Lien Obligations in excess of the Maximum Second Lien Indebtedness Amount; and (f) any Second Priority Lien now or hereafter secures Subordinated held by or for the benefit of any Second Lien Secured Party, to the extent that the Second Priority Liens secure the Second Lien Obligations in excess of the Maximum Second Lien Indebtedness Amount, shall be junior and subordinate in right to any and all First Priority Liens. All Liens on the Collateral securing any First Lien Obligations shall have the priority provided above in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations to the extent provided above for all purposes, whether or not any such Liens securing any First Lien Obligations are subordinated in any respect to any other Lien securing any other obligation of the ObligorBorrower, any other Credit Loan Party or any other Person. b. Each Subordinated Debt Party acknowledges that a portion . The Second Lien Agent for itself and on behalf of the Senior Indebtedness represents debt 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 to the extent provided above for all purposes regardless of whether the Lien purported to be granted is revolving in nature and that the amount thereof that may found to be outstanding at any time improperly granted, improperly perfected, a fraudulent conveyance or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered legally or otherwise affected by deficient in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofmanner.

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Second Priority Lien, any First Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on that would constitute a First Priority Lien but for the Collateral securing Subordinated Indebtedness (including fact that it purportedly secures any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handExcess Claims, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Security Document or any other Loan Debt Document or any other circumstance whatsoever, each Collateral Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens Secured Parties on whose behalf it acts in the Collateralsuch capacity therefor, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, : (a) so long as the Discharge of Senior Indebtedness First Priority Claims has not occurred, (ai) any such First Priority Lien on any Shared Collateral now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness First Priority Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens on any Shared Collateral, and (ii) any Second Priority Lien on any Shared Collateral now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Priority Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such First Priority Liens now or hereafter held by or for the benefit of on any Senior Lender which now or hereafter secures Senior IndebtednessShared Collateral, and (c) the First Priority Liens on any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Shared Collateral shall be and remain senior in right, priority, operation, effect and all other respects to any and Second Priority Liens on any Shared Collateral for all such purposes, whether or not any First Priority Liens on any Shared Collateral are subordinated in any respect to any other Lien held by any Person (other than the Second Priority Secured Parties) securing any other Obligation of the Company, any other Grantor or any other Person; and (b) so long as the Discharge of Second Priority Claims has not occurred, (i) any Second Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Priority Secured Party which shall be senior in right, priority, operation, effect and all other respects to any and all Liens that would have constituted First Priority Liens but for the fact that they secure Excess Claims and (ii) any such Lien now or hereafter secures Subordinated Indebtedness held by or for the benefit of any Persons that would otherwise hold First Priority Secured Claims but for the operation of the second paragraph of the definition of the term “First Priority Claims” shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Second Priority Liens, and the Second Priority Liens shall be and remain senior in right, priority, operation, effect and all other respects to any such Liens for all purposes, whether or not any such Second Priority Liens are subordinated in any respect to any other Lien held by any Person (other than the First Priority Secured Parties in respect of the First Priority Claims) securing any other obligation Obligation of the ObligorCompany, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment attachment, recordation or perfection of any Lien Liens on the Collateral securing Senior Indebtedness, on one hand, the Second Lien Obligations or of any Lien Liens on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handFirst Lien Obligations, and notwithstanding any provision of the UCC or any other applicable law law, or the provisions of any security document Second Lien Documents or the First Lien Documents, or any other Loan Document 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 or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor, each Second Lien Collateral Agent, on behalf of itself and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralRelated Second Lien Claimholders, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of any First Lien Collateral Agent, any other First Lien 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 Collateral securing any of the Second Lien Obligations; (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Collateral Agent, any other Second Lien 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 Collateral securing any of the 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 any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Obligors or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Second 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 First Lien Obligations, the subordination of such Liens to any other Loan Document 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 notwithstanding any failure each Second Lien Collateral Agent, for itself and on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateraleach other Second Lien Claimholder represented by it, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of any First Lien Representative, any First Lien Collateral Agent or 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 senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Representative, any 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. 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 Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorCompany, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) Notwithstanding the time, date, manner or order of grant, attachment or perfection of any Second Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any First Priority Lien on the Collateral securing Subordinated Indebtedness (including or any Liens on assets actual or property prohibited by or alleged defect in violation any of the Credit Agreementforegoing), on the other handhow any Second Priority Lien or First Priority Lien was acquired (whether by xxxxx, possession, statute, operation of law, subrogation or otherwise), and notwithstanding any provision of the UCC as in effect in any US Jurisdiction, or any other applicable law or the provisions of any security document Security Document or any other Loan Credit Document or any other circumstance whatsoever, the Second Lien Collateral Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Second Lien Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, (ai) any such First Priority Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness First Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, and (bii) any such Second Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such First Priority Liens. So long as the Discharge of First Lien Obligations has not occurred, the First Priority Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorHoldings, any other Credit Party Grantor or any other Person. b. (b) Calculations by any Collateral Agent, any Representative, and any other Secured Parties under this Agreement of amounts of Obligations outstanding shall be made using the Dollar Equivalent of all such amounts. (c) Each Subordinated Debt Party First Lien Collateral Agent (including each additional First Lien Collateral Agent representing Additional First Lien Secured Parties), for and on behalf of itself and the First Lien Secured Parties it represents, acknowledges and agrees that a portion (i) each Second Lien Collateral Agent, for the benefit of itself and the Second Lien Secured Parties it represents, has been granted Second Priority Liens upon the Shared Collateral, and each First Lien Collateral Agent hereby consents thereto to the extent such Second Priority Liens are subject to the Lien Priorities set forth herein, (ii) one or more Second Lien Collateral Agents, each on behalf of itself and any Additional Second Lien Secured Parties represented thereby, may be granted Second Priority Liens upon the Shared Collateral, and each First Lien Collateral Agent hereby consents thereto to the extent such Second Priority Liens are subject to the Lien Priorities set forth herein and (iii) subject to the First Lien Intercreditor Agreement, one or more other First Lien Collateral Agents, on behalf of itself and any Additional First Lien Secured Parties or other First Lien Secured Parties it represents, may be granted First Priority Liens upon the First Priority Collateral in which such First Lien Collateral Agent has or is being granted First Priority Liens, and such First Lien Collateral Agent hereby consents thereto, to the extent such First Priority Liens are subject to the First Lien Intercreditor Agreement. (d) Each Second Lien Collateral Agent, for and on behalf of itself and the Second Lien Secured Parties it represents, acknowledges and agrees that (i) each First Lien Collateral Agent, for the benefit of itself and the First Lien Secured Parties it represents, has been granted (or may be granted in the case of any additional First Lien Collateral Agent representing any Additional First Lien Secured Parties or other First Lien Secured Parties) First Priority Liens upon all of the Senior Indebtedness represents debt that is revolving Collateral in nature and that the amount thereof that which any Second Lien Collateral Agent has been granted (or may be outstanding at granted) Second Priority Liens, and each Second Lien Collateral Agent hereby consents thereto, (ii) one or more additional Second Lien Collateral Agents, each on behalf of itself and any time Additional Second Lien Secured Parties or from time to time other Second Lien Secured Parties represented thereby, may be increased or reduced and subsequently reborrowedgranted Second Priority Liens upon all of the Collateral in which such Second Lien Collateral Agent has been granted Second Priority Liens, and that the terms each Second Lien Collateral Agent hereby consents thereto and (iii) one or more other Second Lien Collateral Agents, on behalf of the Senior Indebtedness itself and any Additional Second Lien Secured Parties or other Second Lien Secured Parties it represents, may be modified, extended granted Second Priority Liens upon the Second Priority Collateral in which such Second Lien Collateral Agent has or amended from time to timeis being granted Second Priority Liens, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofSecond Lien Collateral Agent hereby consents thereto.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Second 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 First Lien Obligations, the subordination of such Liens to any other Loan Document Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Loan Party, each Second Lien Representative and notwithstanding any failure each Second Lien Collateral Agent, for itself and on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateraleach other Second Lien Claimholder represented by it, the subordination of xxxxxx agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of any First Lien Representative, any First Lien Collateral Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by xxxxx, 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; (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Representative, any Second Lien Collateral Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by xxxxx, 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. 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 Credit Party, Grantor or the avoidance, invalidation or lapse of any other Person; and (c) any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Excess First Lien Obligations now or hereafter held by or for the benefit on behalf of any Senior Lender which now First Lien Representative, any First Lien Collateral Agent, any First Lien Claimholders or hereafter secures Senior Indebtedness shall be senior in rightany agent or trustee therefor, priorityregardless of how acquired, operationwhether by xxxxx, effect and all other respects to any and all such Liens now possession, statute, operation of law, subrogation or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtednessotherwise, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for Lien on the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien Collateral securing any other obligation of the Obligor, any other Credit Party or any other PersonSecond Lien Obligations. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Second Priority Lien, any First Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on that would constitute a First Priority Lien but for the Collateral securing Subordinated Indebtedness (including fact that it purportedly secures any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handExcess Claims, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Security Document or any other Loan Debt Document or any other circumstance whatsoever, each Collateral Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens Secured Parties on whose behalf it acts in the Collateralsuch capacity, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, , (a) so long as the Discharge of Senior Indebtedness First Priority Claims has not occurred, (ai) any such First Priority Lien on any Collateral now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness First Priority Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens on any Collateral and to any and all Liens that would have constituted Second Priority Liens but for the fact that they secure principal amounts in excess of the Maximum Second Priority Indebtedness Amount, and (ii) any Second Priority Lien on any Collateral (and any and all Liens that would have constituted Second Priority Liens but for the fact that they secure principal amounts in excess of the Maximum Second Priority Indebtedness Amount) now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Priority Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such First Priority Liens now or hereafter held by or for the benefit of on any Senior Lender which now or hereafter secures Senior IndebtednessCollateral, and (c) the First Priority Liens on any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Collateral shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens on any Collateral (and any and all such Liens that would have constituted Second Priority Liens but for the fact that they secure principal amounts in excess of the Maximum Second Priority Indebtedness Amount) for all purposes, whether or not any First Priority Liens on any Collateral are subordinated in any respect to any other Lien held by any Person (other than the Second Priority Secured Parties) securing any other obligation of the Company, any other Grantor or any other Person; and (b) so long as the Discharge of Second Priority Claims has not occurred, (i) any Second Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Priority Secured Party which shall be senior in right, priority, operation, effect and all other respects to any and all Liens that would have constituted First Priority Liens but for the fact that they secure Excess Claims and (ii) any such Lien now or hereafter secures Subordinated Indebtedness held by or for the benefit of any Persons that would otherwise hold First Priority Secured Claims but for the operation of the second paragraph of the definition of the term "First Priority Claims" shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Second Priority Liens, and the Second Priority Liens shall be and remain senior in right, priority, operation, effect and all other respects to any such Liens for all purposes, whether or not any such Second Priority Liens are subordinated in any respect to any other Lien held by any Person (other than the First Priority Secured Parties in respect of the First Priority Claims) securing any other obligation of the ObligorCompany, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, manner time, method, manner, or order of grant, attachment attachment, perfection, enforcement, execution, or perfection delivery of any Liens securing any Junior Lien on Obligations granted with respect to the Collateral securing Senior Indebtedness(including, on one handin each case, irrespective of whether any such Lien is granted, or secures any Junior Lien on Obligations relating to the period, before or after the commencement of any Insolvency Proceeding) or of any Liens securing the Senior Lien Obligations granted with respect to the Collateral securing Subordinated Indebtedness (including including, in each case, irrespective of whether any Liens on assets such Lien is granted, or property prohibited by secures Senior Lien Obligations relating to the period, before or in violation after the commencement of the Credit Agreement), on the other hand, any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC or any other applicable law or the provisions of any security document Junior Lien Documents or any other Loan Document defect or deficiencies in, or failure to attach or perfect, the Liens securing the Senior Lien Obligations, or any other circumstance whatsoever, Senior Agent (on behalf of itself and notwithstanding any failure the other Senior Claimholders), and Junior Agent (on behalf of itself and the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of other Junior Claimholders) hereby agree that: (a) any Lien on with respect to the Collateral securing any Senior Indebtedness Lien Obligations now or hereafter held by or on behalf of, or created for the benefit of, Senior Agent or any other Senior Claimholders or any agent or trustee therefore shall be senior in all respects and prior to any Lien with respect to the Collateral securing any Junior Lien Obligations; and (b) any Lien with respect to the Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of, or created for the benefit of, the Junior Agent, any Junior Claimholders or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the Collateral securing any Senior Lien Obligations; All Liens with respect to the Collateral securing any Senior Lien Obligations shall be and remain senior in all respects and prior to all Liens with respect to 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 any Credit Party, Grantor or any other person. The Junior Agent (on behalf of itself and the avoidance, invalidation or lapse of other Junior Claimholders) expressly agrees that any Lien purported to be granted on the any Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or security for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Obligations shall be and remain senior in right, priority, operation, effect all respects and prior to all other respects to Liens on the Collateral securing any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness Junior Lien Obligations for all purposespurposes regardless of whether the Lien purported to be granted is found to be improperly granted, whether improperly perfected, a preference, a fraudulent conveyance, legally or not any such Liens are subordinated otherwise deficient in any respect to any other Lien securing any other obligation of the Obligormanner, any other Credit Party is avoided or any other Personis equitably subordinated. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding (i) the datetime, manner manner, order or order method of grant, creation, attachment or perfection of any Lien Liens securing the ABL Facility Obligations granted on the Term Loan First Lien Collateral or of any Liens securing Senior Indebtednessthe Term Loan Obligations granted on the Term Loan First Lien Collateral, on one hand, (ii) the validity or enforceability of the security interests and Liens granted in favor of any Security Agent or any Lien Secured Party on the Collateral securing Subordinated Indebtedness Term Loan First Lien Collateral, (including iii) the date on which any Liens on assets ABL Facility Obligations or property prohibited by Term Loan Obligations are made or in violation of the Credit Agreement)extended, on the other hand, and notwithstanding (iv) any provision of the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the provisions 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 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 Term Loan First Lien Collateral as of the date hereof or otherwise, (vii) any failure by any Term Loan Secured Party to perfect its security document interests in the Term Loan First Lien Collateral or any other Loan Document or (viii) any other circumstance whatsoever, the ABL Facility Security Agent, on behalf of itself and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralABL Facility Secured Parties, the subordination of hereby agrees that: (i) any Lien on the Term Loan First Lien Collateral securing any Senior Indebtedness Term Loan Obligations now or hereafter held by or on behalf of the Term Loan Security Agent or any Term Loan Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Term Loan First Lien Collateral securing any of the ABL Facility Obligations; and (ii) any Lien on the Term Loan First Lien Collateral now or hereafter held by or on behalf of the ABL Facility Security Agent or any ABL Facility Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law or court order, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan First Lien Collateral securing any Term Loan Obligations. All Liens on the Term Loan First Lien Collateral securing any Term Loan Obligations shall be and remain senior in all respects and prior to all Liens on the Term Loan First Lien Collateral securing any ABL Facility Obligations for all purposes, whether or not such Liens securing any Term Loan Obligations are subordinated to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorBorrower, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges Person (but only to the extent that a portion of the Senior Indebtedness represents debt that such subordination is revolving in nature and that the amount thereof that may be outstanding at any time or from time permitted pursuant to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modifiedABL Facility Credit Agreement and the Term Loan Credit Agreement, extended or amended from time to time, as contemplated in Section 2.5). The parties hereto acknowledge and agree that it is their intent that the aggregate amount of ABL Facility Obligations (and the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party security therefor) constitute a separate and without affecting distinct class (and separate and distinct claims) from the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either Term Loan Obligations (and the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofsecurity therefor).

Relative Priorities. a. Notwithstanding (i) the datetime, manner manner, order or order method of grant, creation, attachment or perfection of any Lien Liens securing the Term Loan Obligations granted on the ABL Facility First Lien Collateral or of any Liens securing Senior Indebtednessthe ABL Facility Obligations granted on the ABL Facility First Lien Collateral, on one hand, (ii) the validity or enforceability of the security interests and Liens granted in favor of any Security Agent or any Lien Secured Party on the Collateral securing Subordinated Indebtedness ABL Facility First Lien Collateral, (including iii) the date on which any Liens on assets ABL Facility Obligations or property prohibited by Term Loan Obligations are made or in violation of the Credit Agreement)extended, on the other hand, and notwithstanding (iv) any provision of the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the provisions 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 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 ABL Facility First Lien Collateral as of the date hereof or otherwise, (vii) any failure by any ABL Facility Secured Party to perfect its security document interests in the ABL Facility First Lien Collateral or any other Loan Document or (viii) any other circumstance whatsoever, the Term Loan Security Agent, on behalf of itself and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralTerm Loan Secured Parties, the subordination of hereby agrees that: (i) any Lien on the ABL Facility First Lien Collateral securing any Senior Indebtedness ABL Facility Obligations now or hereafter held by or on behalf of the ABL Facility Security Agent or any ABL Facility Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Facility First Lien Collateral securing any of the Term Loan Obligations; and (ii) any Lien on the ABL Facility First Lien Collateral now or hereafter held by or on behalf of the Term Loan Security Agent or any Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law or court order, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Facility First Lien Collateral securing any ABL Facility Obligations. All Liens on the ABL Facility First Lien Collateral securing any ABL Facility Obligations shall be and remain senior in all respects and prior to all Liens on the ABL Facility First Lien Collateral securing any Term Loan Obligations for all purposes, whether or not such Liens securing any ABL Facility Obligations are subordinated to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorBorrower, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges Person (but only to the extent that a portion of the Senior Indebtedness represents debt that such subordination is revolving in nature and that the amount thereof that may be outstanding at any time or from time permitted pursuant to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modifiedABL Facility Credit Agreement and the Term Loan Credit Agreement, extended or amended from time to time, as contemplated in Section 3.5). The parties hereto acknowledge and agree that it is their intent that the aggregate amount of Term Loan Obligations (and the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party security therefor) constitute a separate and without affecting distinct class (and separate and distinct claims) from the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either ABL Facility Obligations (and the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofsecurity therefor).

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Second Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handFirst Priority Lien, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Security Document or any other Loan Document or any other circumstance whatsoever, the Second Lien Representative, for itself and notwithstanding any failure on behalf of the Administrative Agent or other Second Lien Secured Parties, and the First Lien Representative, for itself and on behalf of the other First Lien Secured Parties, and the Super Senior Lenders to adequately perfect its or their Liens in Representative, for itself and on behalf of the Collateralother Super Senior Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, that so long as the Discharge of Senior Indebtedness First Lien Secured Obligations has not occurred, (a) any such First Priority Lien now or hereafter held by or for the benefit of any First Lien Secured Party or any Super Senior Lender which now or hereafter secures Senior Indebtedness Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens, and the First Priority Liens now shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens for all purposes, whether or hereafter held by not any First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the Borrower, any other Grantor or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, other Person and (b) any such Second Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens First Priority Liens;provided that, so long as the Discharge of Second Lien Secured Obligations (other than Excess Second Lien Obligations) has not occurred, any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or for the benefit on behalf of any First Lien Secured Party or Super Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Secured Party shall be junior and remain senior subordinate in right, priority, operation, effect and all other respects to any and all such Liens on the Collateral securing any of the Second Lien Secured Obligations (other than any Excess Second Lien Obligations);provided further that, so long as the Discharge of Excess First Lien Obligations has not occurred, any Lien on the Collateral securing any Excess Second Lien Obligations now or hereafter held by or for the benefit on behalf of any Subordinated Debt Second Lien Secured Party which now or hereafter secures Subordinated Indebtedness for shall be junior and subordinate in right, priority, operation, effect and all purposes, whether or not any such Liens are subordinated in any respect other respects to any other Lien and all Liens on the Collateral securing any other obligation of the Obligor, any other Credit Party or any other PersonExcess First Lien Obligations. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC UCC, or any other applicable law or the provisions of any security document 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 Loan Document Liens, or any other circumstance whatsoever, and notwithstanding whether or not any failure of Insolvency or Liquidation Proceeding has been commenced by or against the Administrative Agent Company or the Senior Lenders to adequately perfect its or their Liens in the Collateralany other Grantor, the subordination Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties represented by it, hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of any First Lien Representative, any First Lien Collateral Agent or any First 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 senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Representative, the Second Lien Collateral Agent, 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 Collateral securing any 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 Credit Party, other Grantor or the avoidance, invalidation or lapse of any other Person; and (c) any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Excess First Lien Obligations now or hereafter held by or for the benefit on behalf of any Senior Lender which now First Lien Representative, any First Lien Collateral Agent, any First Lien Secured Parties or hereafter secures Senior Indebtedness shall be senior in rightany agent or trustee therefor, priorityregardless of how acquired, operationwhether by grant, effect and all other respects to any and all such Liens now possession, statute, operation of law, subrogation or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtednessotherwise, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for Lien on the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien Collateral securing any other obligation Second Lien Obligations. It is acknowledged that, subject to the Cap Amount (as provided herein), (i) the aggregate amount of the ObligorFirst Lien Obligations may be increased from time to time pursuant to the terms of the First Lien Documents, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that (ii) a portion of the Senior First Lien Obligations consists or may consist of Indebtedness represents debt that is revolving in nature 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, and that (iii) subject to Section 8.7(b), the terms of the Senior Indebtedness First Lien Obligations may be modifiedincreased, extended extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and all without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing subordination of either the Senior Indebtedness Liens securing the Second Lien Obligations hereunder or the Subordinated Indebtedness, or any portion thereofprovisions of this Agreement defining the relative rights of the First Lien Secured Parties and the Second Lien Secured Parties.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Second 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 First Lien Obligations, the subordination of such Liens to any other Loan Document 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 notwithstanding any failure each Second Lien Collateral Agent, for itself and on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateraleach other Second Lien Claimholder represented by it, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of any First Lien Representative, any First Lien Collateral Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by xxxxx, 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 (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Representative, any Second Lien Collateral Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by xxxxx, 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. 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 Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorCompany, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) The grant of the Priority Liens pursuant to the Priority Lien Documents and the grant of the 1.5 Liens pursuant to the 1.5 Lien Documents create two separate and distinct Liens on the Collateral. (b) Notwithstanding anything contained in this Agreement, the datePriority Lien Documents, manner the 1.5 Lien Documents or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any conflicting provision of the New York UCC or any other applicable law law, (iv) any defect in, or the provisions of any security document non-perfection, setting aside, or any other Loan avoidance of, a Lien or a Priority Lien Document or any other circumstance whatsoevera 1.5 Lien Document, and notwithstanding any failure (v) the modification of the Administrative Agent a Priority Lien Obligation or the Senior Lenders to adequately perfect its a 1.5 Lien Obligation, or their Liens in the Collateral, (vi) the subordination of any a Lien on the Collateral securing any Senior Indebtedness a Priority Lien Obligation to any a Lien securing any other another obligation of W&T or other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, the 1.5 Lien Agent, on behalf of itself and the other 1.5 Lien Secured Parties hereby agrees that (i) any Credit Party, or the avoidance, invalidation or lapse of any Priority Lien on the any Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such 1.5 Liens on any Collateral and (ii) any 1.5 Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such 1.5 Lien now or hereafter held by or for the benefit of any Subordinated Debt Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Priority Liens now or hereafter held by or for the benefit of on any Senior Lender which now or hereafter secures Senior Indebtedness, and Collateral. (c) any It is hereby acknowledged and all such Liens now or hereafter held by or for agreed that, subject to the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in rightPriority Lien Cap (as provided herein), priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for (i) the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation aggregate amount of the ObligorPriority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that (ii) a portion of the Senior Indebtedness represents debt Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature 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, and that (iii) (A) the terms of the Senior Indebtedness Priority Lien Documents may be modifiedreplaced, extended 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 that in the aggregate amount case of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party foregoing (A) and (B) all without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing subordination of either the Senior Indebtedness 1.5 Liens hereunder or the Subordinated Indebtedness, or any portion thereof.provisions of this Agreement defining the relative rights of the Priority Lien Secured Parties and the 1.5

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Lien Liens securing any Series of Secured Obligations granted on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Secured 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 any Series of Secured Obligations, the subordination of such Liens to any other Loan Document Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Loan Party, each Junior Lien Representative and notwithstanding any failure each Junior Lien Collateral Agent, for itself and on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateraleach other Junior Lien Claimholder represented by it, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness Lien Obligations now or hereafter held by or on behalf of any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by xxxxx, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Junior Lien Obligations; and (b) any Lien on the Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of any Junior Lien Representative, any Junior Lien Collateral Agent, any Junior Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by xxxxx, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any 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 any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Company or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) The grant of the Priority Liens pursuant to the Priority Lien Documents and the grant of the Second Liens pursuant to the Second Lien Documents create two separate and distinct Liens on the Collateral. (b) Notwithstanding anything contained in this Agreement, the datePriority Lien Documents, manner the Second Lien Documents, or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any conflicting provision of the New York UCC or any other applicable law law, (iv) any defect in, or the provisions of any security document non-perfection, setting aside, or any other Loan avoidance of, a Lien or a Priority Lien Document or any other circumstance whatsoevera Second Lien Document, (v) the modification of a Priority Lien Obligation or a Second Lien Obligation, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, (vi) the subordination of any a Lien on the Collateral securing any Senior Indebtedness a Priority Lien Obligation to any a Lien securing any other another obligation of any Credit Partythe Company or other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, or the avoidance, invalidation or lapse subordination of any a Lien on the Collateral securing any Senior Indebtednessa Second Lien Obligation to a Lien securing another obligation of the Company or other Person (other than a Priority Lien Obligation) that is permitted under the Second Lien Documents as in effect on the date hereof, each Subordinated Debt Party the Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, that (ai) any such Priority Lien on any Collateral now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Liens on any Collateral, in any case, subject to the Priority Lien Cap as provided herein, and (ii) any Second Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Second Lien now or hereafter held by or for the benefit of any Subordinated Debt Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Priority Liens now or hereafter held by or for on any Collateral, in any case, subject to the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and Priority Lien Cap as provided herein. (c) any and all such Liens now or hereafter held by or for It is acknowledged that, subject to the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in rightPriority Lien Cap (as provided herein), priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for (i) the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation aggregate amount of the ObligorPriority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that (ii) a portion of the Senior Priority Lien Obligations consists or may consist of Indebtedness represents debt that is revolving in nature 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, and that (iii) (A) the terms of the Senior Indebtedness Priority Lien Documents may be modifiedreplaced, extended 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 that in the aggregate amount case of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party foregoing (A) and (B) all without affecting the subordination of the Second Liens or the provisions hereofof this Agreement defining the relative rights of the Priority Lien Secured Parties and the Second Lien Secured Parties. The lien Lien priorities provided in this Section for herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Replacement of either the Senior Indebtedness Priority Lien Obligations (or any part thereof) or the Subordinated Indebtedness, Second Lien Obligations (or any portion 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. a. Notwithstanding the date, manner time, method, manner, or order of grant, attachment attachment, or perfection of any Lien on Liens in the Collateral NGWI Equity Interests securing Senior Indebtedness, on one hand, the Xxxxxx Debt or any Lien on the Collateral securing Subordinated Indebtedness (including of any Liens on assets in the NGWI Equity Interests securing the First Lien Debt – including, in each case, notwithstanding whether any such Lien is granted (or property prohibited by secures First Lien Debt or in violation Xxxxxx Debt relating to the period) before or after the commencement of the Credit Agreement), on the other hand, any Insolvency Proceeding – and notwithstanding any contrary provision of the UCC or any other applicable law or the provisions of any security document Xxxxxx Documents or any other Loan Document defect or deficiencies in, or failure to attach or perfect, the Liens securing the First Lien Debt, or any other circumstance whatsoever, First Lien Agent and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party Xxxxxx hereby agrees agree that, so long as the Discharge of Senior Indebtedness has not occurred, : (a) any Lien with respect to the NGWI Equity Interests securing any First Lien Debt, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, First Lien Agent or any other First Lien Claimholder or any agent or trustee therefor, regardless of any Senior Lender which now how or hereafter secures Senior Indebtedness when acquired, whether by grant, possession, statute, operation of law, subrogation, or otherwise, shall be senior in right, priority, operation, effect all respects and all other respects prior to any Lien with respect to the NGWI Equity Interests securing any Xxxxxx Debt; and all (b) any Lien with respect to the NGWI Equity Interests securing any Xxxxxx Debt, whether such Liens Lien is now or hereafter held by or on behalf of, or created for the benefit of, Xxxxxx or any agent or trustee therefor, regardless of any Subordinated Debt Party which now how or hereafter secure Subordinated Indebtednesswhen acquired, (b) any such Lien now whether by grant, possession, statute, operation of law, subrogation, or hereafter held by or for the benefit of any Subordinated Debt Party otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any with respect to any other Lien the NGWI Equity Interests securing any other obligation of the Obligor, any other Credit Party or any other PersonFirst Lien Debt. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) The grant of the Priority Liens pursuant to the Priority Lien Documents and the grant of the Second Liens pursuant to the Second Lien Documents create two separate and distinct Liens on the Collateral. (b) Notwithstanding anything contained in this Agreement, the datePriority Lien Documents, manner the Second Lien Documents or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding 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 Collateral securing a Priority Lien Obligation to a Lien securing another obligation of the Borrower or any other applicable law Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, or the provisions subordination of any security document a Lien on Collateral securing a Second Lien Obligation to a Lien securing another obligation of the Borrower or any other Loan Document or any Person (other circumstance whatsoever, and notwithstanding any failure of than a Priority Lien Obligation) that is permitted under the Administrative Agent or Second Lien Documents as in effect on the Senior Lenders to adequately perfect its or their Liens in the Collateraldate hereof, the subordination Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that (i) any Priority Lien on the any Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Liens on any Collateral, in any case, subject to the Priority Lien Cap as provided herein and (ii) any Second Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Second Lien now or hereafter held by or for the benefit of any Subordinated Debt Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Priority Liens now or hereafter held by or for on any Collateral, in any case, subject to the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and Priority Lien Cap as provided herein. (c) any and all such Liens now or hereafter held by or for It is acknowledged that, subject to the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in rightPriority Lien Cap (as provided herein), priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for (i) the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation aggregate amount of the ObligorPriority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that (ii) a portion of the Senior Indebtedness represents debt Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature 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, and that (iii) (A) the terms of the Senior Indebtedness Priority Lien Documents may be modifiedreplaced, extended 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 that in the aggregate amount case of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party foregoing (A) and (B) all without affecting the subordination of the Second Liens hereunder or the provisions hereofof this Agreement defining the relative rights of the Priority Lien Secured Parties and the Second Lien Secured Parties. The lien priorities provided in this Section for herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Replacement of either the Senior Indebtedness Priority Lien Obligations (or any part thereof) or the Subordinated Indebtedness, Second Lien Obligations (or any portion 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. a. Notwithstanding (i) the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness Collateral, (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding ii) any provision of the UCC UCC, or any other applicable law or the provisions of any security document Second Lien Loan Documents or any other Loan Document defect or deficiencies in, or failure to perfect, the Liens securing the First Lien Obligations or any other circumstance whatsoever, whatsoever and notwithstanding (iii) the fact that any failure such Liens in favor of any First Lien Claimholder securing any of the Administrative Agent First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Grantor other than the Second Lien Obligations of (y) otherwise subordinated, voided, avoided, invalidated or the Senior Lenders to adequately perfect its or their Liens in the Collaterallapsed, the subordination Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any First Lien Claimholders or any agent or trustee therefor (including without limitation any First Lien Obligation which may at any time be avoided or otherwise rendered ineffective or unenforceable against any Grantor for any reason), 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 (b) any Lien on the Collateral 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 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 (including without limitation any First Lien Obligation which may at any time be avoided or otherwise rendered ineffective or unenforceable against any Grantor for any reason). 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 Credit PartyParent, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorCompany, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges ; provided, however, that if the First Lien Collateral Agent voluntarily agrees to subordinate any Liens on the Collateral to any Liens securing obligations to any third party, except with respect to any such subordination in connection with a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time DIP Financing pursuant to time may be increased or reduced and subsequently reborrowedSection 6.1 hereof, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting then the provisions hereof. The lien priorities provided in of this Section Agreement relating to the priority of Liens and subordination of payments with respect to such Collateral subject to such voluntary subordination shall not be altered or otherwise affected by effective; provided further, however, that the foregoing proviso shall not apply to any subordination of Liens on any Collateral securing First Lien Obligations to Liens of such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofCollateral securing other First Lien Obligations.

Relative Priorities. a. Notwithstanding All Liens in favor of Second Lien Secured Parties now or hereafter existing with respect to any Collateral, including judgment Liens, shall be subject, subordinate, postponed and junior in all respects and at all times to the dateLiens in favor of First Lien Secured Parties now or hereafter existing with respect to such Collateral (it being understood that no such Liens of Second Lien Secured Parties shall extend to or cover any property other than the property subject to the first priority Liens of First Lien Secured Parties). The foregoing allocation of priorities shall govern the relationship of the parties with respect to the Collateral irrespective of (i) the time, order or manner or order of creation, grant, attachment or perfection of any Lien on of such Liens, (ii) the Collateral securing Senior Indebtedness, on one handtime or order of filing of financing statements or other registrations in respect of the Liens, or any Lien on defect or deficiency in such financing statements or registrations or failure to register and perfect the Collateral securing Subordinated Indebtedness Liens, (including any Liens on assets iii) the acquisition of purchase money or property prohibited by other Liens, the time of giving or in violation failure to give notice of the Credit Agreement)acquisition or expected acquisition of purchase money or other Liens, on (iv) the other hand, and notwithstanding any provision of the UCC rules for determining priority (or any other applicable law or provisions) under the provisions of any security document PPSA or any other Loan Document law or rule governing relative priorities of Secured Parties, or (iv) the fact that any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their such Liens in the Collateral, the subordination favor of any First Lien on the Secured Party with respect to any Collateral securing any Senior Indebtedness are (A) subordinated to any Lien securing any other obligation of any Credit PartyDebtor other than the Second Lien Claims or (B) otherwise subordinated, postponed, voided, avoided, invalidated, released, discharged or lapsed under applicable law or otherwise, or any other circumstances whatsoever. The Lien subordination provisions in this Section 2 shall be enforceable directly by the avoidance, invalidation or lapse of any First Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or Agent for the benefit of any Senior Lender which the First Lien Secured Parties, and the First Lien Secured Parties shall be deemed to have acquired and committed to the First Lien Claims, whether now existing or hereafter secures Senior Indebtedness shall be senior arising, in rightreliance upon the provisions of this Section 2. For greater certainty, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or the First Lien Collateral Agent for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtednessthe First Lien Secured Parties, (b) any such hereby consents to the granting by the Debtors of the Liens under the Second Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior IndebtednessCollateral Documents, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation each of the Obligor, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that a portion Second Lien Collateral Agents on behalf of the Senior Indebtedness represents debt that is revolving in nature and that Second Lien Secured Parties hereby consents to the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that granting by the terms Debtors of the Senior Indebtedness may be modified, extended or amended from time to time, and that Liens under the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofFirst Lien Collateral Documents.

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to the Revolving Loan Agent or the other Revolving Loan Secured Parties, the First Lien on Term Loan Agent or the Collateral securing Senior Indebtedness, on one handother First Lien Term Loan Secured Parties, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets Incremental Term Loan Agent or property prohibited by or in violation of the Credit Agreement), on the other handIncremental Term Loan Secured Parties, and notwithstanding any provision of the UCC UCC, or any other applicable law or the any provisions of any security document the Revolving Loan Documents, the First Lien Term Loan Documents or the Incremental Term Loan Documents or any other Loan Document defect or deficiencies in, or failure to perfect, any Liens or any other circumstance whatsoever, First Lien Term Loan Agent, on behalf of itself and notwithstanding any failure the First Lien Term Loan Secured Parties, Incremental Term Loan Agent, on behalf of itself and the Administrative Agent or Incremental Term Loan Secured Parties, and the Senior Lenders to adequately perfect its or their Liens in Revolving Loan Agent, on behalf of itself and the CollateralRevolving Loan Secured Parties, the subordination of hereby agree that: (i) any Lien on the Revolving Loan Priority Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien Revolving Loan Obligations now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Revolving Loan Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral (A) securing the First Lien Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Subordinated Debt First Lien Term Loan Secured Party which now or hereafter secure Subordinated Indebtednessany agent or trustee therefor, and (bB) any such Lien securing the Incremental Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Incremental Term Loan Secured Party shall be junior or any agent or trustee therefor; and subordinate in right, priority, operation, effect and all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing any of the First Lien Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Senior Lender which now First Lien Term Loan Secured Party or hereafter secures Senior Indebtednessany agent or trustee or therefor, and (c) or any and all such Liens of the Incremental Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Senior Lender which Incremental Term Loan Secured Party or any agent or trustee or therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Obligations; (ii) any Lien on the Revolving Loan Priority Collateral securing the First Lien Term Loan Obligations now or hereafter secure Senior Indebtedness held by or for the benefit or on behalf of any First Lien Term Loan Secured Party or any agent or trustee therefor shall be and remain senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing the Incremental Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Incremental Term Loan Secured Party which or any agent or trustee therefore; and any Lien on the Revolving Loan Priority Collateral securing any of the Incremental Term Loan Obligations now or hereafter secures Subordinated Indebtedness held by or for all purposes, whether the benefit or not on behalf of any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Incremental Term Loan Secured Party or any other Person.agent or trustee or therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Revolving Loan Priority Collateral securing any First Lien Term Loan Obligations; b. Each Subordinated Debt (iii) any Lien on the Term Loan Priority Collateral securing the First Lien Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any First Lien Term Loan Secured Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing (A) the Incremental Term Loan Obligations now or here after held by or for the benefit or on behalf of any Incremental Term Loan Secured Party or any agent or trustee therefor, and

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Third Priority Lien, any Second Priority Lien, any First Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on that would constitute a First Priority Lien but for the Collateral securing Subordinated Indebtedness (including fact that it purportedly secures any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handExcess Claims, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Security Document or any other Loan Debt Document or any other circumstance whatsoever, each Collateral Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens Secured Parties on whose behalf it acts in the Collateralsuch capacity therefor, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, , (a) so long as the Discharge of Senior Indebtedness First Priority Claims has not occurred, (ai) any such First Priority Lien on any Collateral now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness First Priority Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens and Third Priority Liens on any Collateral and (ii) any Second Priority Lien and any Third Priority Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Second Priority Secured Party which now or hereafter secure Subordinated Indebtedness, (b) and any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Third Priority Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such First Priority Liens now or hereafter held by or for the benefit of on any Senior Lender which now or hereafter secures Senior IndebtednessCollateral, and (c) the First Priority Liens on any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Collateral shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens and Third Priority Liens on any Collateral for all such purposes, whether or not any First Priority Liens on any Collateral are subordinated in any respect to any other Lien held by any Person (other than the Second Priority Secured Parties and the Third Priority Secured Parties) securing any other obligation of the Company, any other Grantor or any other Person; (b) so long as the Discharge of Second Priority Claims has not occurred, (i) any Second Priority Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Second Priority Secured Party which shall be senior in right, priority, operation, effect and all other respects to any and all Third Priority Liens on any Collateral and (ii) any Third Priority Lien on any Collateral now or hereafter secures Subordinated Indebtedness held by or for the benefit of any Third Priority Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Second Priority Liens on any Collateral, and the Second Priority Liens on any Collateral shall be and remain senior in right, priority, operation, effect and all other respects to any Third Priority Liens on any Collateral for all purposes, whether or not any Second Priority Liens on any Collateral are subordinated in any respect to any other Lien held by any Person (other than the Third Priority Secured Parties) securing any other obligation of the Company, any other Grantor or any other Person; and (c) so long as the Discharge of Second Priority Claims and the Discharge of Third Priority Claims have not occurred, (i) (x) any Second Priority Lien now or hereafter held by or for the benefit of any Second Priority Secured Party that secure Second Priority Claims up to the Maximum Second Priority Indebtedness Amount, and (y) any Third Priority Lien now or hereafter held by or for the benefit of any Third Priority Secured Party Claims up to the Maximum Third Priority Indebtedness Amount, shall be, in each case, senior in right, priority, operation, effect and all other respects to any and all Liens that would have constituted First Priority Liens but for the fact that they secure Excess Claims, and (ii) any such Lien now or hereafter held by or for the benefit of any Persons that would otherwise hold First Priority Secured Claims but for the operation of the second paragraph of the definition of the term “First Priority Claims”, shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all (x) Second Priority Liens that secure Second Priority Claims up to the Maximum Second Priority Indebtedness Amount, and (y) Third Priority Liens that secured Third Priority Claims up to the Maximum Third Priority Indebtedness Amount, and the Second Priority Liens and the Third Priority Liens shall be and remain senior in right, priority, operation, effect and all other respects to any such Liens for all purposes, whether or not any Second Priority Liens or any Third Priority Liens are subordinated in any respect to any other Lien held by any Person (other than the First Priority Secured Parties in respect of the First Priority Claims) securing any other obligation of the ObligorCompany, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Note Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Financing Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit PartyObligor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Obligor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinancedRefinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC UCC, or any other applicable law or the provisions of any security document Second Lien Commodities Purchase Facility Documents (other than this Agreement) or any other Loan Document defect or deficiencies in, or failure to perfect or lapse in perfection of, the Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Secured Party, on behalf of itself and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralSecond Lien Claimholders, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of the First Lien Secured Party or 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 senior in all respects and prior to any Lien on the Collateral securing any of the Second Lien Obligations; and (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Secured Party, 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. 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 Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorTensar, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding (a) the date, manner or order of grant, attachment or perfection of any Second Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness First Priority Lien, (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding b) any provision of the UCC or any other applicable law Legal Requirement or the provisions of any security document Security Document or any other Facility Document, (c) any defect in, or non-perfection, setting aside, or avoidance of a Lien or a First Lien Loan Document or a Second Lien Loan Document, (d) the modification of a First Lien Loan Document or a Second Lien Loan Document, (e) the exchange of any security interest in any Collateral for a security interest in other Collateral, (f) the commencement of an Insolvency Proceeding or (g) any other circumstance whatsoever, including a circumstance that might be a defense available to, or a discharge of, a Grantor in respect of a First Lien Obligation or a Second Lien Obligation or holder of such obligation, the Second Lien Collateral Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any other Second Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party Secured Parties hereby agrees that, : (i) so long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, : (aA) any such First Priority Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness First Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens now or hereafter held by or for subject to the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, First Lien Cap and the Second Lien Cap, (bB) any such Second Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such First Priority Liens now or hereafter held by or for subject to the benefit of any Senior Lender which now or hereafter secures Senior IndebtednessFirst Lien Cap and the Second Lien Cap, and (C) the First Priority Liens, subject to the First Lien Cap and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Second Lien Cap, shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorCompany, any other Credit Grantor or any other Person; (ii) upon a Discharge of First Lien Obligations: (A) any Second Priority Lien now or hereafter held by or for the benefit of any Second Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all First Priority Liens subject to the Second Lien Cap, (B) any First Priority Lien now or hereafter held by or for the benefit of any First Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Second Priority Liens subject to the Second Lien Cap, and (C) the Second Priority Liens, subject to the Second Lien Cap, shall be and remain senior in right, priority, operation, effect and all other respects to any First Priority Liens for all purposes, whether or not any Second Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the Company, any other Grantor or any other Person; and (iii) upon a Discharge of Second Lien Obligations: (A) any First Priority Lien now or hereafter held by or for the benefit of any First Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Second Priority Liens, (B) any Second Priority Lien now or hereafter held by or for the 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 First Priority Liens, and (C) the First Priority Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens for all purposes, whether or not any First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the Company, any other Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC UCC, or any other applicable law or the provisions of any security document Second Lien Documents or any other Loan Document 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 or any other circumstance whatsoever, each Second Lien Agent, on behalf of itself and the applicable Second Lien Claimholders, hereby agrees that: (1) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Agent or 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 senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and (2) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of any Second Lien 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. 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 First Lien Borrowers, the Issuers, any other Grantor or any other Person. (b) Notwithstanding the foregoing and any other provision to the contrary contained in this Agreement, 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 failure of the Administrative First Lien Agent or the Senior Lenders First Lien Claimholders to adequately perfect its or their Liens security interests in the Collateral, the subordination of any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations to any Lien securing any other obligation of any Credit PartyObligor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such First Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party or any other PersonObligations. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, manner time, method, manner, or order of grant, attachment attachment, or perfection perfection, enforcement, execution, delivery, registration (to the extent registration is required) or crystallization of any Liens securing the Junior Lien on Obligations granted with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Junior Lien Obligations relating to the period) before or after the commencement of any Insolvency Proceeding) or of any Liens securing the Senior Indebtedness, on one hand, or any Lien on Obligations granted with respect to the Collateral securing Subordinated Indebtedness (including including, in each case, irrespective of whether any Liens on assets such Lien is granted (or property prohibited by secures Senior Lien Obligations relating to the period) before or in violation after the commencement of the Credit Agreement), on the other hand, any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC or the PPSA or any other applicable law or the provisions of any security document Junior Note Documents or any other Loan Document defect or deficiencies in, or failure to attach or perfect, the Liens securing the Senior Lien Obligations, or any other circumstance whatsoever, Senior ABL Agent, Senior Term Loan Agent, and notwithstanding any failure of the Administrative Junior Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of hereby agree that: (a) any Lien on with respect to the Collateral securing any Senior Indebtedness Lien Obligations now or hereafter held by or on behalf of, or created for the benefit of, any Senior Agent or any Senior Claimholders or any agent or trustee therefore shall be senior in all respects and prior to any Lien with respect to the Collateral securing any Junior Lien Obligations; and (b) any Lien with respect to the Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of, or created for the benefit of, Junior Agent, any Junior Claimholders or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the Collateral securing any Senior Lien Obligations; All Liens with respect to the Collateral securing any Senior Lien Obligations shall be and remain senior in all respects and prior to all Liens with respect to 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 any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges person (but only to the extent that a portion such subordination is permitted pursuant to the terms of each of the Senior Indebtedness represents debt that is revolving in nature Credit Agreements 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, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Junior Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated IndebtednessAgreement, or any portion thereofas contemplated in Section 6.2).

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any First Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handSuper Priority Lien, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Security Document or any other Loan Document or any other circumstance whatsoever, the First Lien Representative, for itself and notwithstanding any failure on behalf of the Administrative Agent or other First Lien Secured Parties, and the Super Senior Lenders to adequately perfect its or their Liens in Representative, for itself and on behalf of the Collateralother Super Senior Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, that so long as the Discharge of Super Senior Indebtedness Secured Obligations has not occurred, (a) any such Super Priority Lien now or hereafter held by or for the benefit of any Super Senior Lender which now or hereafter secures Senior Indebtedness Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such First Priority Liens, and the Super Priority Liens now shall be and remain senior in right, priority, operation, effect and all other respects to any First Priority Liens for all purposes, whether or hereafter held by not any Super Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the Borrower, any other Grantor or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, other Person and (b) any such First Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt First Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens Super Priority Liens;provided that, so long as the Discharge of First Lien Secured Obligations has not occurred, any Lien on the Collateral securing any Excess Super Senior Obligations now or hereafter held by or for the benefit on behalf of any Super Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Secured Party shall be junior and remain senior subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or on the Collateral securing any of the First Lien Secured Obligations and provided, further, that, notwithstanding anything to the contrary herein, any Lien on the Vector Subordinated Note Collateral for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other the First Lien securing any other obligation of the Obligor, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature Revolving Lenders 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, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section Issuing Bank shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing subject to the subordination provisions of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofthis Agreement.

Relative Priorities. a. Notwithstanding (a) the date, time, method, manner or order of grant, attachment or perfection of any Junior Lien or Senior Lien on the Collateral securing Senior Indebtednessany Common Collateral, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding b) any provision of the UCC or any other applicable law or of the provisions of Revolving Credit Documents or the Senior Notes Documents, (c) any security document defect or deficiency in, or failure to perfect, any other Loan Document Senior Lien or (d) any other circumstance whatsoever, each Agent, on behalf of itself and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralRelated Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, : (a) any such Senior Lien on any Common Collateral now or hereafter held by or for on behalf of the benefit of Senior Agent or any Senior Lender which now Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect all respects and prior to all other respects to Junior Liens on such Common Collateral; and (b) any and all such Liens Junior Lien on any Common Collateral now or hereafter held by or for on behalf of the benefit Junior Agent or any Junior Secured Party or any agent or trustee therefor, regardless of any Subordinated Debt Party which now how acquired, whether by grant, possession, statute, operation of law, subrogation or hereafter secure Subordinated Indebtednessotherwise, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate subordinated in right, priority, operation, effect all respects to all Senior Liens on such Common Collateral. Any and all other respects foreclosure Proceeds relating to any and all such Liens now or hereafter held by or for Common Collateral shall be distributed (A) first, to the benefit Senior Secured Parties with respect thereto, (B) second, after Discharge of any Senior Lender which now or hereafter secures Senior IndebtednessObligations, to the Junior Secured Parties with respect thereto, and (cC) any and third, after Discharge of all such Liens now Obligations, to the applicable Grantor. Notwithstanding the foregoing or hereafter held by anything else to the contrary set forth herein or for the benefit of in any Senior Lender which now Notes Document or hereafter secure Revolving Credit Document, no Lien on Common Collateral, insofar as such Lien secures any fees, or any amounts payable on account of indemnification or reimbursement of expenses, owed to the Senior Indebtedness Notes Agent, in its capacity as such, or to the Revolving Credit Agent, in its capacity as such, shall be junior and remain senior in right, priority, operation, effect and all other respects subordinated pursuant to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect foregoing provisions to any other Lien securing on any other obligation of the Obligor, any other Credit Party or any other PersonCommon Collateral. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to First Lien on Agent or the First Lien Secured Parties or any Junior Lien Collateral securing Senior Indebtedness, on one handAgent or any Junior Lien Secured Party and notwithstanding any provision of the UCC, or any applicable law or any provisions of the First Lien Documents or the Junior Lien Documents or any other circumstance whatsoever: a. Each Junior Lien Collateral Agent, for itself and on behalf of the other Junior Lien Secured Parties for whom it is acting as agent, hereby agrees that: (A) any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any First Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now First Lien Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Collateral securing the Junior Lien Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Junior Lien Secured Party which now or hereafter secure Subordinated Indebtedness, any agent or trustee therefor; and (bB) any such Lien on the Collateral securing any of the Junior Lien Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Junior Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any and all such First Lien Debt. b. All Liens now or hereafter held by or for on the benefit of Collateral securing any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness First Lien Debt shall be and remain senior in right, priority, operation, effect all respects and prior to all other respects to Liens on the Collateral securing any and all such Liens now or hereafter held by or for the benefit of any Subordinated Junior Lien Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens securing any First Lien Debt are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the ABL Obligations or the Senior Secured Notes Obligations (including, in each case, irrespective of whether any such Lien on is granted (or secures Obligations relating to the Collateral securing Senior Indebtedness, on one hand, period) before or after the commencement of any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets Insolvency or property prohibited by or in violation of the Credit Agreement), on the other hand, Liquidation Proceeding) and notwithstanding any provision of the UCC any UCC, or any other applicable law law, or the provisions of any security document ABL Loan Documents or the Senior Secured Notes Documents or any other Loan Document defect or deficiencies in, or failure to attach or perfect, the Liens securing the ABL Obligations or the Senior Secured Notes Obligations or any other circumstance whatsoever, and notwithstanding any failure the ABL Agent, on behalf of each of the Administrative ABL Claimholders, and the Senior Secured Notes Agent, on behalf of each of the Senior Secured Notes Claimholders, each hereby agrees that: (a) any Lien of the ABL Agent on the ABL Priority Collateral securing ABL Obligations, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, the ABL Agent or the Senior Lenders 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 adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the ABL Priority Collateral securing any Senior Indebtedness Secured Notes Obligations; and (b) any Lien of the Senior Secured Notes Agent on the Senior Secured Notes Priority Collateral securing Senior Secured Notes Obligations, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, the Senior Secured Notes Agent, any other Senior Secured Notes 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 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 Senior Secured Notes Priority Collateral are intended to be effective whether or not such Liens are subordinated to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) The grant of the Priority Liens pursuant to the Priority Lien Documents and the grant of the Second Liens pursuant to the Second Lien Documents create two separate and distinct Liens on the Collateral. (b) Notwithstanding anything contained in this Agreement, the datePriority Lien Documents, manner the Second Lien Documents or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding 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 Collateral securing a Priority Lien Obligation to a Lien securing another obligation of an Issuer or any other applicable law Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, or the provisions subordination of any security document a Lien on Collateral securing a Second Lien Obligation to a Lien securing another obligation of the Issuers or any other Loan Document or any Person (other circumstance whatsoever, and notwithstanding any failure of than a Priority Lien Obligation) that is permitted under the Administrative Agent or Second Lien Documents as in effect on the Senior Lenders to adequately perfect its or their Liens in the Collateraldate hereof, the subordination Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that (i) any Priority Lien on the any Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Liens on any Collateral, in any case, subject to the Priority Lien Cap as provided herein and (ii) any Second Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Second Lien now or hereafter held by or for the benefit of any Subordinated Debt Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Priority Liens now or hereafter held by or for on any Collateral, in any case, subject to the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and Priority Lien Cap as provided herein. (c) any and all such Liens now or hereafter held by or for It is acknowledged that, subject to the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in rightPriority Lien Cap (as provided herein), priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for (i) the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation aggregate amount of the ObligorPriority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that (ii) a portion of the Senior Indebtedness represents debt Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature 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, and that (iii) (A) the terms of the Senior Indebtedness Priority Lien Documents may be modifiedreplaced, extended 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 that in the aggregate amount case of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party foregoing (A) and (B) all without affecting the subordination of the Second Liens hereunder or the provisions hereofof this Agreement defining the relative rights of the Priority Lien Secured Parties and the Second Lien Secured Parties. The lien priorities provided in this Section for herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Replacement of either the Senior Indebtedness Priority Lien Obligations (or any part thereof) or the Subordinated Indebtedness, Second Lien Obligations (or any portion 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. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Lien Obligations granted on the Collateral or of any Liens securing the Senior Indebtedness, on one hand, or any Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document 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 Loan Document Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, each Junior Lien Representative and notwithstanding any failure each Junior Lien Collateral Agent, for itself and on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateraleach other Junior Lien Claimholder represented by it, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness Lien Obligations now or hereafter held by or on behalf of any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior 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 senior in all respects and prior to any Lien on the Collateral securing any Junior Lien Obligations; and (b) any Lien on the Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of any Junior Lien Representative, any Junior Lien Collateral Agent, any Junior Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by xxxxx, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any 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 any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Company or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment attachment, recordation or perfection of any Lien Liens on the Collateral securing Senior Indebtedness, on one hand, the Second Lien Obligations or of any Lien Liens on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handFirst Lien Obligations, and notwithstanding any provision of the UCC or any other applicable law law, or the provisions of any security document Initial Second Lien Documents or the First Lien Documents, or any other Loan Document 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 or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor, each Second Lien Collateral Agent, on behalf of itself and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralRelated Second Lien Claimholders, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of any First Lien Collateral Agent, any other First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by xxxxx, 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 Collateral securing any of the Second Lien Obligations; (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Collateral Agent, any other Second Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by xxxxx, 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 Collateral securing any of the 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 any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Obligors or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment attachment, recordation or perfection of any Lien Liens on the Collateral securing Senior Indebtedness, on one hand, the ABL Obligations or of any Lien Liens on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handTerm Loan Obligations, and notwithstanding any provision of the UCC or any other applicable law law, or the provisions of any security document ABL Documents or the Term Loan Documents, or any other Loan Document 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 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 itself and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralRelated Claimholders, the subordination of hereby agrees that: (a) any Lien on the ABL Priority Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien ABL Obligations now or hereafter held by or for on behalf of the benefit ABL Credit Agreement Collateral Agent, any other ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by gxxxx, possession, statute (including any Senior Lender which now judgment lien), operation of law, subrogation or hereafter secures Senior Indebtedness otherwise, shall be senior in right, priority, operation, effect all respects and all other respects prior to any and all such Liens Lien on the ABL Priority Collateral securing any of the Term Loan Obligations; (b) any Lien on the ABL Priority Collateral securing any Term Loan Obligations now or hereafter held by or for the benefit on behalf of any Subordinated Debt Party which now Term Loan Collateral Agent, any other Term Loan Claimholders or hereafter secure Subordinated Indebtednessany agent or trustee therefor, regardless of how acquired, whether by gxxxx, possession, statute (b) including any such Lien now judgment lien), operation of law, subrogation or hereafter held by or for the benefit of any Subordinated Debt Party otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the ABL Priority Collateral securing any and all such Liens now or hereafter held by or for of the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and ABL Obligations; (c) all Liens on the ABL Priority Collateral securing any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness ABL Obligations shall be and remain senior in right, priority, operation, effect all respects and prior to all other respects to Liens on the ABL Priority Collateral securing any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness Term Loan Obligations for all purposes, whether or not any such Liens securing any ABL Obligations are subordinated in any respect to any other Lien on the ABL Priority Collateral securing any other obligation of the ObligorObligors 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 gxxxx, 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 Party Agreement Collateral Agent, any other ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by gxxxx, 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 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 Obligations 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. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Secured Party on Primary Collateral securing the dateSecond Lien Obligations, manner regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Secured Parties in respect of Primary Collateral securing the First Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment attachment, recording or perfection of any Lien on the Collateral securing Senior Indebtednessfinancing statements or other security interests, on one handassignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any Lien on the Collateral securing Subordinated Indebtedness (including defect or deficiency or alleged defect or deficiency in any Liens on assets or property prohibited by or in violation of the Credit Agreement)foregoing, on the other hand, and notwithstanding (ii) any provision of the UCC or any other applicable law or the provisions of any security document First Lien Collateral Document or any other Loan Second Lien Collateral Document or any other circumstance whatsoever, whatsoever and notwithstanding (iii) the fact that any failure such Liens in favor of any First Lien Secured Party securing any of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any First Lien on the Collateral securing any Senior Indebtedness Obligations are (x) subordinated to any Lien securing any other obligation of any of the Credit Parties other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Secured Party on Other Collateral securing the Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Secured Parties in respect of Other Collateral securing the First Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Secured Party may now or hereafter be a party, and regardless of the 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, (ii) any provision of the UCC or any applicable law or any First Lien Collateral Document, Second Lien Collateral Document or Third Lien Collateral Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Secured Party securing any of the First Lien Obligations are (x) subordinated to any Lien securing any obligation of any of the Credit Parties other than the Second Lien Obligations and the Third Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (c) Any and all Liens now existing or hereafter created or arising in favor of any Third Lien Secured Party on Other Collateral securing the Third Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Secured Parties and the Second Lien Secured Parties in respect of Other Collateral securing, respectively, the First Lien Obligations and the Second Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Third Lien Secured Party may now or hereafter be a party, and 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, (ii) any provisions of the UCC or any applicable law or any First Lien Collateral Document, Second Lien Collateral Document or Third Lien Collateral Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Secured Party or any Second Lien Secured Party securing any of the First Lien Obligations or any of the Second Lien Obligations are (x) subordinated to any Lien securing any obligation of any of the Credit Parties other than the Second Lien Obligations and the Third Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (d) It is hereby expressly agreed for all purposes of this Agreement that (i) in respect of Other Collateral, any obligations of the Credit Parties arising under the Credit Agreement shall be deemed First Lien Obligations, any obligations of the Credit Parties arising under the 2011 Indenture shall be deemed Second Lien Obligations and any obligations of the Credit Parties arising under the 2012 Indenture shall be deemed Third Lien Obligations, and (ii) in respect of Primary Collateral, any obligations of the Credit Parties arising under the Credit Agreement or the 2011 Indenture shall be deemed First Lien Obligations secured by such Primary Collateral on a pari passu basis and any obligations of the Credit Parties under the 2012 Indenture shall be deemed Second Lien Obligations. (e) No First Lien Secured Party, Second Lien Secured Party or Third Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Collateral granted to the other. Notwithstanding any failure by any First Lien Secured Party, Second Lien Secured Party or Third Lien Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation or lapse subordination by any third party or court of any Lien on competent jurisdiction of the security interests in the Collateral securing any Senior Indebtednessgranted to the First Lien Secured Parties, each Subordinated Debt Party hereby agrees thatthe Second Lien Secured Parties or the Third Lien Secured Parties, so long the priority and rights as between the Discharge of Senior Indebtedness has not occurredFirst Lien Secured Parties, (a) any such the Second Lien now or hereafter held by or for Secured Parties and the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Third Lien Secured Parties with respect to the Collateral shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party or any other Personas set forth herein. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on Liens granted to Revolving Loan Agent or the Collateral securing Senior Indebtedness, on one hand, Revolving Loan Secured Parties or Term Loan Agent or the Term Loan Secured Parties with respect to any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation part of the Credit Agreement), on the other hand, Shared Collateral and notwithstanding any provision of the UCC or any other applicable law or the any provisions of any security document the Revolving Loan Documents or the Term Loan Documents or any other Loan Document defect or deficiencies in, or failure to perfect, any such Liens or any other circumstance whatsoever, the Term Loan Agent, on behalf of itself and notwithstanding any failure the other Term Loan Secured Parties, and the Revolving Loan Agent, on behalf of itself and the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Revolving Loan Secured Parties, the subordination of hereby agree that: (i) (x) any Lien on the Revolving Loan Priority Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Revolving Loan Priority Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Revolving Loan Secured Party or hereafter secures Senior Indebtedness any agent, receiver, interim receiver or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing the Term Loan Priority Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Term Loan Secured Party which now or hereafter secure Subordinated Indebtednessany agent, receiver, interim receiver or trustee therefor, (by) any such Lien on the Revolving Loan Priority Collateral securing the Term Loan Priority Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Term Loan Secured Party or any agent, receiver, interim receiver or trustee therefor shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing any Revolving Loan Excess Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Revolving Loan Secured Party or any agent, receiver, interim receiver or trustee therefor, and (z) any Lien on the Revolving Loan Priority Collateral securing any Revolving Loan Excess Debt Party which now or hereafter secures Subordinated Indebtedness held by or for all purposes, whether the benefit or not on behalf of any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Revolving Loan Secured Party or any agent, receiver, interim receiver or trustee therefor shall be senior in right, priority, operation, effect and in all other Personrespects to any Lien on the Revolving Loan Priority Collateral securing any Term Loan Excess Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent, receiver, interim receiver or trustee therefor; (ii) (x) any Lien on the Revolving Loan Priority Collateral securing any of the Term Loan Priority Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Priority Debt, (y) any Lien on the Revolving Loan Priority Collateral securing any of the Revolving Loan Excess Debt now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Revolving Loan Priority Collateral securing any Term Loan Priority Debt and (z) any Lien on the Revolving Loan Priority Collateral securing any of the Term Loan Excess Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Excess Debt; (iii) (x) any Lien on the Term Loan Priority Collateral securing the Term Loan Priority Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing the Revolving Loan Priority Debt now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent, receiver, interim receiver or trustee therefor, (y) any Lien on the Term Loan Priority Collateral securing the Revolving Loan Priority Debt now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing the Term Loan Excess Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent, receiver, interim receiver or trustee therefor and (z) any Lien on the Term Loan Priority Collateral securing the Term Loan Excess Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing the Revolving Loan Excess Debt now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent, receiver, interim receiver or trustee therefor; and (iv) (x) any Lien on the Term Loan Priority Collateral securing any of the Revolving Loan Priority Debt now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Priority Debt, (y) any Lien on the Term Loan Priority Collateral securing any of the Term Loan Excess Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Revolving Loan Priority Debt and (z) any Lien on the Term Loan Priority Collateral securing any of the Revolving Loan Excess Debt now or hereafter held by of for the benefit or on behalf of any Revolving Loan Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Excess Debt. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature (b) As between Revolving Loan Secured Parties and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedTerm Loan Secured Parties, and that the terms of this Agreement, including the Senior Indebtedness may be modifiedpriorities set forth above, extended shall govern even if part or amended from time to time, and that the aggregate amount all of the Senior Indebtedness may be increasedRevolving Loan Debt or Term Loan Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, replaced or refinancedavoided, in each eventdisallowed, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered set aside or otherwise affected by invalidated in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement judicial proceeding or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofotherwise.

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on the Collateral securing Senior Indebtedness, on one hand, Liens granted to ABL Agent or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, ABL Secured Parties or Term Loan Agent or the other Term Loan Secured Parties and notwithstanding any provision of the UCC UCC, or any other applicable law or the any provisions of any security document the ABL Documents or the Term Loan Documents or any other Loan Document defect or deficiencies in, or failure to grant or perfect, any Liens or the failure of such Liens to attach or any other circumstance whatsoever, Term Loan Agent, on behalf of itself and notwithstanding any failure the other Term Loan Secured Parties, and ABL Agent, on behalf of itself and the Administrative Agent or the Senior Lenders other ABL Secured Parties, hereby agree that: (i) subject to adequately perfect its or their Liens in the Collateralclauses (iii) and (v), the subordination of any Lien on the ABL Priority Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated ABL Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now ABL Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the ABL Priority Collateral securing the Term Loan Debt or the Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Term Loan Secured Party or any agent or trustee therefor and any Lien on the ABL Priority Collateral securing any of the Term Loan Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien the Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any ABL Debt; (ii) subject to clauses (iv) and (vi), any Lien on the Term Loan Priority Collateral securing the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing the ABL Debt or the Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor and any Lien on the Term Loan Priority Collateral securing any of the ABL Debt or the Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Debt; (iii) any Lien on the ABL Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor shall be junior and subordinate in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the ABL Priority Collateral securing Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Term Loan Secured Party or hereafter secures Senior Indebtedness, any agent or trustee therefor and (c) any and all such Liens Lien on the ABL Priority Collateral securing any of the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Senior Lender which Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the ABL Priority Collateral securing any Excess ABL Debt; (iv) any Lien on the Term Loan Priority Collateral securing Excess Term Loan Debt now or hereafter secure Senior Indebtedness held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be junior and remain subordinate in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor and any Lien on the Term Loan Priority Collateral securing any of the ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Term Loan Priority Collateral securing any Excess Term Loan Debt; (v) any Lien on the ABL Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the ABL Priority Collateral securing Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Term Loan Secured Party or any agent or trustee therefor and any Lien on the ABL Priority Collateral securing any of the Excess Term Loan Debt Party which now or hereafter secures Subordinated Indebtedness held by or for all purposes, whether the benefit or not on behalf of any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor; and (vi) any Lien on the Term Loan Priority Collateral securing Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other Personrespects to any Lien on the Term Loan Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor and any Lien on the Term Loan Priority Collateral securing any of the Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature (b) As between ABL Secured Parties and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedTerm Loan Secured Parties, and that the terms of this Agreement, including the Senior Indebtedness may be modifiedpriorities set forth above, extended shall govern even if part or amended from time to time, and that the aggregate amount all of the Senior Indebtedness may be increasedABL Debt or Term Loan Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, replaced or refinancedavoided, in each eventdisallowed, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered set aside or otherwise affected by invalidated in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement judicial proceeding or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofotherwise.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC UCC, or any other applicable law or the provisions of any security document Second Lien Documents or any other Loan Document 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 First Lien Obligations or any other circumstance whatsoever, the First Lien Collateral Agent, on behalf of itself and notwithstanding any failure the First Lien Claimholders, and the Second Lien Collateral Agent, on behalf of itself and the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralSecond Lien Claimholders, the subordination of hereby agree that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Priority Obligation now or hereafter held by or on behalf of the First Lien Collateral 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 on the Collateral securing (i) any Second Lien Priority Obligations, (ii) any Excess First Lien Obligations or (iii) any Excess 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 the Company, any Credit Party, other Grantor or the avoidance, invalidation or lapse of any other Person; and (b) any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Second Lien Priority Obligations now or hereafter held by or for on behalf of the benefit Second Lien Collateral Agent, any Second Lien Claimholders or any agent or trustee therefor, regardless of any Senior Lender which now how acquired, whether by grant, possession, statute, operation of law, subrogation or hereafter secures Senior Indebtedness otherwise, shall be (i) junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Priority Obligations and (ii) senior in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any and all (x) Excess First Lien Obligation or (y) any Excess Second Lien Obligation, whether or not such Liens securing any Second Lien Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. (c) any Lien on the Collateral securing any Excess First Lien Obligation now or hereafter held by or for on behalf of the benefit First Lien Collateral Agent, any First Lien Claimholders or any agent or trustee therefor, regardless of any Subordinated Debt Party which now how acquired, whether by grant, possession, statute, operation of law, subrogation or hereafter secure Subordinated Indebtednessotherwise, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be (i) junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing (x) any and all such Liens now First Lien Priority Obligation or hereafter held by or for the benefit of (y) any Senior Lender which now or hereafter secures Senior Indebtedness, Second Lien Priority Obligation and (cii) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness Excess Second Lien Obligation for all purposes, whether or not any such Liens securing any Excess First Lien Obligation are subordinated in any respect to any other Lien securing any other obligation of the ObligorCompany, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion (d) any Lien on the Collateral securing any Excess Second Lien Obligation now or hereafter held by or on behalf of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at Second Lien Collateral Agent, any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, Second Lien Claimholders or any portion thereofagent 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 (x) any First Lien Priority Obligation, (y) any Second Lien Priority Obligation or (z) any Excess First Lien Obligation.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Lien Liens securing the Senior Priority Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any Lien the Junior Priority Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of any UCC, the UCC PPSA or any other applicable law or the provisions of any security document Senior Priority Documents or the Junior Priority Documents or any other Loan Document defect or deficiencies in, or failure to perfect, the Liens securing the Senior Priority Obligations or Junior Priority Obligations or any other circumstance whatsoever, the Senior Priority Collateral Agent, on behalf of itself and notwithstanding the Senior Priority Claimholders and the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, hereby each agrees that: (a) any failure Lien of the Administrative Senior Priority Collateral Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the Collateral securing or purporting to secure any Priming Senior Priority Obligations, whether now or hereafter held by or on behalf of the Senior Priority Collateral Agent or any Senior Indebtedness 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 senior in all respects and prior to all Liens on the Collateral securing or purporting to secure any Junior Priority Obligations; (b) any Lien of the Junior Priority Collateral Agent on the Collateral securing or purporting to secure any Junior Priority Obligations, whether now or hereafter held by or on behalf of the Junior Priority Collateral Agent, any Junior Priority 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 all Liens on the Collateral securing or purporting to secure any Priming Senior Priority Obligations. All Liens on the Collateral securing or purporting to secure any Priming Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing or purporting to secure any Junior Priority Obligations for all purposes, whether or not such Liens securing or purporting to secure any Priming Senior Priority Obligations are subordinated to any Lien securing any other obligation of the Borrower, any Credit PartyGrantor or any other Person or otherwise subordinated, voided, avoided, invalidated or the avoidance, invalidation or lapse of lapsed; and (c) any Lien of the Senior Priority Collateral Agent on the Collateral securing or purporting to secure any Excess Senior IndebtednessPriority Obligations, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien whether now or hereafter held by or for on behalf of the benefit of Senior Priority Collateral Agent, any Senior Lender which now Priority Claimholder or hereafter secures Senior Indebtedness shall be senior in rightany agent or trustee therefor regardless of how acquired, prioritywhether by grant, operationpossession, effect and all other respects to any and all such Liens now statute, operation of law, subrogation or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtednessotherwise, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing or purporting to secure any and all such Junior Priority Obligations. All Liens now on the Collateral securing or hereafter held by or for the benefit of purporting to secure any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Junior Priority Obligations shall be and remain senior in right, priority, operation, effect all respects and prior to all other respects Liens on the Collateral securing or purporting to secure any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness Excess Senior Priority Obligations for all purposes, whether or not any such Liens securing or purporting to secure any Junior Priority Obligations are subordinated in any respect to any other Lien securing any other obligation of the ObligorBorrower, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered Person or otherwise affected by any such amendmentsubordinated, modificationvoided, supplementavoided, extension, repayment, reborrowing, increase, replacement, renewal, restatement invalidated or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereoflapsed.

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to First Lien on Agent or the Collateral securing Senior Indebtedness, on one handFirst Lien Secured Parties or Second Lien Agent or the Second Lien Secured Parties and notwithstanding any provision of the UCC, or any applicable law or any provisions of the First Lien Documents or the Second Lien Documents or any other circumstance whatsoever: (i) Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby agrees that: (A) any Lien on the Collateral securing Subordinated Indebtedness the First Lien Debt (including any Liens on assets or property prohibited by or in violation of other than the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any First Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (aExcess) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now First Lien Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Collateral securing the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Second Lien Secured Party which now or hereafter secure Subordinated Indebtedness, any agent or trustee therefor; and (bB) any such Lien on the Collateral securing any of the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Second Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any First Lien Debt (other than the First Lien Debt Excess). (ii) First Lien Agent, for itself and all such Liens on behalf of the other First Lien Secured Parties, hereby agrees that: (A) any Lien on the Collateral securing the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Second Lien Secured Party or hereafter secures Senior Indebtedness, and (c) any and all such Liens now agent or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness trustee therefor shall be and remain senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Collateral securing the First Lien Debt Excess now or hereafter held by or for the benefit or on behalf of any Subordinated First Lien Secured Party or any agent or trustee therefor; and (B) any Lien on the Collateral securing the First Lien Debt Party which Excess now or hereafter secures Subordinated Indebtedness held by or for the benefit or on behalf of any First Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any Second Lien Debt. (b) All Liens on the Collateral securing any First Lien Debt (other than the First Lien Debt Excess) 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 any such Liens securing any First Lien Debt are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) The grant of the Priority Liens pursuant to the Priority Lien Documents and the grant of the Second Liens pursuant to the Second Lien Documents create two separate and distinct Liens on the Collateral. 13 [VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT] (b) Notwithstanding anything contained in this Agreement, the datePriority Lien Documents, manner the Second Lien Documents or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how any Priority Lien or Second Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any conflicting provision of the New York UCC or any other applicable law law, (iv) any defect in, or the provisions of non-perfection, setting aside, or avoidance of, any security document Priority Lien or any other Loan Second Lien or a Priority Lien Document or any other circumstance whatsoevera Second Lien Document, and notwithstanding any failure (v) the modification of the Administrative Agent a Priority Lien Obligation or the Senior Lenders to adequately perfect its a Second Lien Obligation, or their Liens in the Collateral, (vi) the subordination of any Priority Lien on the Collateral securing any Senior Indebtedness to any a Lien securing any other another obligation of any Credit PartyGrantor or any other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing any DIP Financing, or the avoidance, invalidation or lapse subordination of any Second Lien to a Lien securing another obligation of any Grantor or any other Person (other than a Priority Lien Obligation) that is permitted under the Second Lien Documents as in effect on the date hereof, the Second Lien Collateral Trustee, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that (A) any Priority Lien on the Collateral securing any Senior IndebtednessCollateral, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Priority Lien Secured Party, shall be senior in right, priority, operation, effect and all other respects to any and all such Second Liens on any Collateral and (ii) any Second Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Second Lien now or hereafter held by or for the benefit of any Subordinated Debt Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Priority Liens now or hereafter held by or for the benefit of on any Senior Lender which now or hereafter secures Senior Indebtedness, and Collateral. (c) any and all such Liens now or hereafter held by or for It is acknowledged that (i) the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation aggregate amount of the ObligorPriority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that (ii) a portion of the Senior Indebtedness represents debt Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature 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, and that (iii) (A) the terms of the Senior Indebtedness Priority Lien Documents may be modifiedReplaced, extended restated, supplemented, restructured or otherwise amended or modified from time to time and (B) the Priority Lien Obligations may be Replaced, increased, extended, renewed, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, and that in the aggregate amount case of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party foregoing (A) and (B) all without affecting the subordination of the Second Liens hereunder or the provisions hereofof this Agreement defining the relative rights of the Priority Lien Secured Parties and the Second Lien Secured Parties. The lien Lien priorities provided in this Section for herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Replacement of either the Senior Indebtedness Priority Lien Obligations (or any part thereof) or the Subordinated IndebtednessSecond 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 portion thereofCollateral.

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to Revolving Loan Lender (including, in each case, notwithstanding whether any such Lien on is granted (or secures indebtedness relating to the Collateral securing Senior Indebtednessperiod) before or after the commencement of any Insolvency or Liquidation Proceeding) or Merger Loan Agent or Merger Loan Secured Parties (including, on one handin each case, notwithstanding whether any such Lien is granted (or secures indebtedness relating to the period) before or after the commencement of any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets Insolvency or property prohibited by or in violation of the Credit AgreementLiquidation Proceeding), on the other hand, and notwithstanding any provision of the UCC UCC, or any other applicable law or the any provisions of any security document the Revolving Loan Documents or any other the Merger Loan Document or any other circumstance whatsoeverDocuments: (i) Merger Loan Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Merger Loan Secured Parties, the subordination of hereby agrees that: (A) any Lien on the Revolving Loan Priority Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Revolving Loan Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit or on behalf of Revolving Loan Lender or any Senior Lender which now agent or hereafter secures Senior Indebtedness trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing the Merger Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Merger Loan Secured Party which now or hereafter secure Subordinated Indebtedness, any agent or trustee therefor; and (bB) any such Lien on the Revolving Loan Priority Collateral securing any of the Merger Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Merger Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Debt. (b) Revolving Loan Lender agrees that Revolving Loan Lender does not have, and all such Liens now or hereafter held by or shall not have, any Lien on the Merger Loan Priority Collateral, as security for the benefit Revolving Loan Debt. Revolving Loan Lender covenants that neither it nor any of the Revolving Loan Secured parties shall demand or accept any Senior Lender which now liens or hereafter secures Senior Indebtedness, and security interests on any Collateral other than the Revolving Loan Priority Collateral prior to the Discharge of Merger Loan Debt. (c) any As between Revolving Loan Lender and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in rightMerger Loan Secured Parties, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of this Agreement, including the Senior Indebtedness may be modifiedpriorities set forth above, extended shall govern even if part or amended from time to time, and that the aggregate amount all of the Senior Indebtedness may be increasedRevolving Loan Debt or Merger Loan Debt or the Liens securing payment and performance thereof are not attached or perfected or are subordinated, replaced or refinancedavoided, in each eventdisallowed, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered set aside or otherwise affected by invalidated in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement judicial proceeding or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofotherwise.

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on the Collateral securing Senior Indebtedness, on one hand, Liens granted to ABL Agent or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, ABL Secured Parties or Term Loan Agent or the other Term Loan Secured Parties and notwithstanding any provision of the UCC UCC, or any other applicable law or the any provisions of any security document the ABL Documents or the Term Loan Documents or any other Loan Document defect or deficiencies in, or failure to grant or perfect, any Liens or the failure of such Liens to attach or any other circumstance whatsoever, Term Loan Agent, on behalf of itself and notwithstanding any failure the other Term Loan Secured Parties, and ABL Agent, on behalf of itself and the Administrative Agent or the Senior Lenders other ABL Secured Parties, hereby agree that: (i) Subject to adequately perfect its or their Liens in the Collateralclauses (iii) and (v), the subordination of any Lien on the ABL Priority Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated ABL Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now ABL Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the ABL Priority Collateral securing the Term Loan Debt or the Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Term Loan Secured Party or any agent or trustee therefor and any Lien on the ABL Priority Collateral securing any of the Term Loan Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien the Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any ABL Debt; (ii) Subject to clauses (iv) and (vi), any Lien on the Term Loan Priority Collateral securing the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing the ABL Debt or the Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor and any Lien on the Term Loan Priority Collateral securing any of the ABL Debt or the Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Debt; (iii) any Lien on the ABL Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor shall be junior and subordinate in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the ABL Priority Collateral securing Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Term Loan Secured Party or hereafter secures Senior Indebtedness, any agent or trustee therefor and (c) any and all such Liens Lien on the ABL Priority Collateral securing any of the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Senior Lender which Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the ABL Priority Collateral securing any Excess ABL Debt; (iv) any Lien on the Term Loan Priority Collateral securing Excess Term Loan Debt now or hereafter secure Senior Indebtedness held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be junior and remain subordinate in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor and any Lien on the Term Loan Priority Collateral securing any of the ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Term Loan Priority Collateral securing any Excess Term Loan Debt; (v) any Lien on the ABL Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the ABL Priority Collateral securing Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Term Loan Secured Party or any agent or trustee therefor and any Lien on the ABL Priority Collateral securing any of the Excess Term Loan Debt Party which now or hereafter secures Subordinated Indebtedness held by or for all purposes, whether the benefit or not on behalf of any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor; and (vi) any Lien on the Term Loan Priority Collateral securing Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other Personrespects to any Lien on the Term Loan Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor and any Lien on the Term Loan Priority Collateral securing any of the Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature (b) As between ABL Secured Parties and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedTerm Loan Secured Parties, and that the terms of this Agreement, including the Senior Indebtedness may be modifiedpriorities set forth above, extended shall govern even if part or amended from time to time, and that the aggregate amount all of the Senior Indebtedness may be increasedABL Debt or Term Loan Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, replaced or refinancedavoided, in each eventdisallowed, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered set aside or otherwise affected by invalidated in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement judicial proceeding or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofotherwise.

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC UCC, or any other applicable law or the provisions of any security document or any other Loan Document Second Lien Notes Documents or any other circumstance whatsoever, the Second Lien Collateral Agent, on behalf of itself and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralSecond Lien Secured Parties, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any First Lien Secured Party or any agent or trustee therefor, regardless of how 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 Collateral securing any of the Second Lien Obligations, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Second Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by judgment, 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. 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 Credit Party, other Pledgor Party or any other Person. The Second Lien Collateral Agent for itself and on behalf of the avoidance, invalidation or lapse of Second Lien Secured Parties expressly agrees that any Lien purported to be granted on the any Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or security for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such First Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Obligations shall be and remain senior in right, priority, operation, effect all respects and prior to all other respects to Liens on the Collateral securing any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness Second Lien Obligations for all purposespurposes regardless of whether the Lien purported to be granted is found to be improperly granted, whether improperly perfected, preferential, a fraudulent conveyance or not any such Liens are subordinated legally or otherwise deficient in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party or any other Personmanner. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to the Revolving Loan Agent or the other Revolving Loan Secured Parties, the First Lien on Term Loan Agent or the Collateral securing Senior Indebtedness, on one handother First Lien Term Loan Secured Parties, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets Incremental Term Loan Agent or property prohibited by or in violation of the Credit Agreement), on the other handIncremental Term Loan Secured Parties, and notwithstanding any provision of the UCC UCC, or any other applicable law or the any provisions of any security document the Revolving Loan Documents, the First Lien Term Loan Documents or the Incremental Term Loan Documents or any other Loan Document defect or deficiencies in, or failure to perfect, any Liens or any other circumstance whatsoever, First Lien Term Loan Agent, on behalf of itself and notwithstanding any failure the First Lien Term Loan Secured Parties, Incremental Term Loan Agent, on behalf of itself and the Administrative Agent or Incremental Term Loan Secured Parties, and the Senior Lenders to adequately perfect its or their Liens in Revolving Loan Agent, on behalf of itself and the CollateralRevolving Loan Secured Parties, the subordination of hereby agree that: (i) any Lien on the Revolving Loan Priority Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien Revolving Loan Obligations now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Revolving Loan Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral (A) securing the First Lien Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Subordinated Debt First Lien Term Loan Secured Party which now or hereafter secure Subordinated Indebtednessany agent or trustee therefor, and (bB) any such Lien securing the Incremental Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Incremental Term Loan Secured Party shall be junior or any agent or trustee therefor; and subordinate in right, priority, operation, effect and all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing any of the First Lien Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Senior Lender which now First Lien Term Loan Secured Party or hereafter secures Senior Indebtednessany agent or trustee or therefor, and (c) or any and all such Liens of the Incremental Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Senior Lender which Incremental Term Loan Secured Party or any agent or trustee or therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Obligations; (ii) any Lien on the Revolving Loan Priority Collateral securing the First Lien Term Loan Obligations now or hereafter secure Senior Indebtedness held by or for the benefit or on behalf of any First Lien Term Loan Secured Party or any agent or trustee therefor shall be and remain senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing the Incremental Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Incremental Term Loan Secured Party which or any agent or trustee therefore; and any Lien on the Revolving Loan Priority Collateral securing any of the Incremental Term Loan Obligations now or hereafter secures Subordinated Indebtedness held by or for all purposes, whether the benefit or not on behalf of any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Incremental Term Loan Secured Party or any agent or trustee or therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Revolving Loan Priority Collateral securing any First Lien Term Loan Obligations; (iii) any Lien on the Term Loan Priority Collateral securing the First Lien Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any First Lien Term Loan Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other Personrespects to any Lien on the Term Loan Priority Collateral securing (A) the Incremental Term Loan Obligations now or here after held by or for the benefit or on behalf of any Incremental Term Loan Secured Party or any agent or trustee therefor, and (B) the Revolving Loan Obligations now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent or trustee therefor; and any Lien on the Term Loan Priority Collateral securing any of the Incremental Term Loan Obligations now or hereafter held for the benefit of any Incremental Term Loan Secured Party or any agent or trustee therefor, or the Revolving Loan Obligations now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any First Lien Term Loan Obligations; and (iv) any Lien on the Term Loan Priority Collateral securing the Incremental Term Loan Obligations now or hereafter held by or for the benefit or on behalf of any Incremental Term Loan Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing the Revolving Loan Obligations now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent or trustee therefor, and any Lien on the Term Loan Priority Collateral securing any of the Revolving Loan Obligations now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Incremental Term Loan Obligations. b. Each Subordinated Debt Party acknowledges that a portion of (b) As among the Senior Indebtedness represents debt that is revolving in nature and that Revolving Loan Secured Parties, the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedFirst Lien Term Loan Secured Parties, and that the Incremental Term Loan Secured Parties, the terms of this Agreement, including the Senior Indebtedness may be modifiedpriorities set forth above, extended shall govern even if part or amended from time to time, and that the aggregate amount all of the Senior Indebtedness may be increasedRevolving Loan Obligations, replaced the First Lien Term Loan Obligations and the Incremental Term Loan Obligations or refinancedthe Liens securing payment and performance thereof are not perfected or are subordinated, in each eventavoided, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered disallowed, set aside or otherwise affected by invalidated in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement judicial proceeding or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofotherwise.

Relative Priorities. a. Notwithstanding the date, manner time, method, manner, or order of grant, attachment attachment, perfection, enforcement, execution, or perfection delivery of any Liens securing the Junior Lien on Obligations granted with respect to the Collateral securing Senior Indebtedness(including, on one handin each case, irrespective of whether any such Lien is granted, or secures Junior Lien Obligations relating to the period, before or after the commencement of any Insolvency Proceeding) or of any Liens securing the Senior Lien on Obligations granted with respect to the Collateral securing Subordinated Indebtedness (including including, in each case, irrespective of whether any Liens on assets such Lien is granted, or property prohibited by secures Senior Lien Obligations relating to the period, before or in violation after the commencement of the Credit Agreement), on the other hand, any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC or any other applicable law or the provisions of any security document Junior Lien Documents or any other Loan Document defect or deficiencies in, or failure to attach or perfect, the Liens securing the Senior Lien Obligations, or any other circumstance whatsoever, and notwithstanding any failure Senior Agent, Junior Agent and, by virtue of accepting the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralJunior Notes, the subordination of Junior Claimholders, hereby agree that: (a) any Lien on with respect to the Collateral securing any Senior Indebtedness Lien Obligations now or hereafter held by or on behalf of, or created for the benefit of, Senior Agent or any Senior Claimholders or any agent or trustee therefore shall be senior in all respects and prior to any Lien with respect to the Collateral securing any Junior Lien Obligations; and (b) any Lien with respect to the Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of, or created for the benefit of, Junior Agent, any Junior Claimholders or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the Collateral securing any Senior Lien Obligations; All Liens with respect to the Collateral securing any Senior Lien Obligations shall be and remain senior in all respects and prior to all Liens with respect to 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 any Credit PartyGrantor or any other person. The Junior Agent and, or by virtue of accepting the avoidanceJunior Notes, invalidation or lapse of the Junior Claimholders, expressly agree that any Lien purported to be granted on the any Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or security for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Obligations shall be and remain senior in right, priority, operation, effect all respects and prior to all other respects to Liens on the Collateral securing any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness Junior Lien Obligations for all purposespurposes regardless of whether the Lien purported to be granted is found to be improperly granted, whether improperly perfected, a fraudulent conveyance, legally or not any such Liens are subordinated otherwise deficient in any respect to any other Lien securing any other obligation of the Obligormanner, any other Credit Party is avoided or any other Personis equitably subordinated. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Junior Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handSenior Lien, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Collateral Document or any other Loan Credit Document or any other circumstance whatsoever, the Junior Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Junior Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, that (a) any such Senior Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Junior Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, and (b) any such Junior Lien now or hereafter held by or for the benefit of any Subordinated Debt Junior Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Senior Liens. The Senior Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Junior Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Senior Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligorany Credit Party, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party . Without limiting the generality of the foregoing, Junior Agent, for itself and on behalf of the other Junior Secured Parties, acknowledges that the relative priorities of the respective Senior Liens are set forth in the GE Capital/Xxxxxxx Intercreditor Agreement. Notwithstanding the foregoing, except as specified herein or with respect to Liens that would constitute a portion “Permitted Encumbrance” under the Term A Credit Documents or a “Permitted Encumbrance” under the Revolver Credit Documents and obligations of the applicable Grantor with respect to such Lien, each Senior Secured Party agrees not to enter into any agreement with another creditor of any Grantor to subordinate the Liens in any Collateral under the Senior Credit Documents to the Lien of such other creditor in the Collateral, or to subordinate the right of the Senior Indebtedness represents debt that is revolving in nature and that Secured Parties to the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms payment of the Senior Indebtedness may be modified, extended or amended from time Obligations to time, and that the aggregate amount payment of the Senior Indebtedness may be increased, replaced indebtedness or refinancedclaim of any other creditor of any Grantor, in each event, case without notice to or the prior written consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofJunior Agent.

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on Liens granted to Revolving Loan Agent or the Collateral securing Senior Indebtedness, on one hand, Revolving Loan Secured Parties or any Lien on Notes Agent or the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, Notes Secured Parties and notwithstanding any provision of the UCC UCC, or any other applicable law or the any provisions of any security document the Revolving Loan Documents or any other Loan Document the Notes Documents or any other circumstance whatsoever: (i) Notes Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Notes Secured Parties, the subordination of hereby agrees that any Lien on the Revolving Loan Priority Collateral securing any Senior Indebtedness to any Lien securing any the Revolving Loan Debt (other obligation of any Credit Party, or than the avoidance, invalidation or lapse of any Lien on principal amount thereof that exceeds the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (aMaximum Priority Revolving Loan Debt) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Revolving Loan Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing the Notes Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Notes Secured Party which now or hereafter secure Subordinated Indebtedness, any agent or trustee therefor; and (bi) any such Lien on the Revolving Loan Priority Collateral securing any of the Notes Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Notes Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Debt (other than the principal amount thereof that exceeds the Maximum Priority Revolving Loan Debt); and (ii) Revolving Loan Agent, for itself and all such Liens on behalf of the other Revolving Loan Secured Parties, hereby agrees that any Lien on the Notes Priority Collateral securing the Notes Debt now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Notes Secured Party or hereafter secures Senior Indebtedness, and (c) any and all such Liens now agent or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness trustee therefor shall be and remain senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Notes Priority Collateral securing the Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Revolving Loan Secured Party or any agent or trustee therefor; and (ii) any Lien on the Notes Priority Collateral securing any of the Revolving Loan Debt Party which now or hereafter secures Subordinated Indebtedness held by or for all purposes, whether the benefit or not on behalf of any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Revolving Loan Secured Party or any other Personagent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any Notes Debt. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature (b) As between Revolving Loan Secured Parties and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedNotes Secured Parties, and that the terms of this Agreement, including the Senior Indebtedness may be modifiedpriorities set forth above, extended shall govern even if part or amended from time to time, and that the aggregate amount all of the Senior Indebtedness may be increasedRevolving Loan Debt or Notes Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, replaced or refinancedavoided, in each eventdisallowed, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered set aside or otherwise affected by invalidated in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement judicial proceeding or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofotherwise.

Relative Priorities. a. (a) The grant of the Priority Liens pursuant to the Priority Lien Documents, the grant of the Second Liens pursuant to the Second Lien Documents and the grant of the Third Liens pursuant to the Third Lien Documents create three separate and distinct Liens on the Collateral. (b) Notwithstanding anything contained in this Agreement, the datePriority Lien Documents, manner the Second Lien Documents, the Third Lien Documents or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any conflicting provision of the New York UCC or any other applicable law law, (iv) any defect in, or the provisions of any security document non perfection, setting aside, or any other Loan avoidance of, a Lien or a Priority Lien Document, a Second Lien Document or any other circumstance whatsoevera Third Lien Document, and notwithstanding any failure (v) the modification of the Administrative Agent a Priority Lien Obligation, a Second Lien Obligation or the Senior Lenders to adequately perfect its a Third Lien Obligation, or their Liens in the Collateral, (vi) the subordination of any a Lien on the Collateral securing any Senior Indebtedness a Priority Lien Obligation to any a Lien securing any other another obligation of Linn or other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, each of the Second Lien Collateral Trustee, on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Trustee, on behalf of itself and the other Third Lien Secured Parties, hereby agree that (i) any Credit Party, or the avoidance, invalidation or lapse of any Priority Lien on the any Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to (A) any and all Second Liens on any Collateral subject to the Priority Lien Cap as provided herein and (B) any and all Third Liens on any Collateral, (ii) any Second Lien on any Collateral now or hereafter secures Senior Indebtedness held by or for the benefit of any Second Lien Secured Party shall be (A) 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 and (B) senior in right, priority, operation, effect and all other respects to any and all such Third Liens on any Collateral and (iii) any Third Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Third Lien now or hereafter held by or for the benefit of any Subordinated Debt Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (cA) any and all such Priority Liens now or hereafter held by or for the benefit of on any Senior Lender which now or hereafter secure Senior Indebtedness shall be Collateral and remain senior in right, priority, operation, effect and all other respects to (B) any and all such Second Liens now or hereafter held by or for on any Collateral. (c) It is acknowledged that, subject to the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposesPriority Lien Cap (as provided herein), whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation (i) the aggregate amount of the ObligorPriority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that (ii) a portion of the Senior Priority Lien Obligations consists or may consist of Indebtedness represents debt that is revolving in nature 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, and that (iii) (A) the terms of the Senior Indebtedness Priority Lien Documents may be modifiedreplaced, extended 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 that in the aggregate amount case of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party foregoing (A) and (B) all without affecting the subordination of the Second Liens or Third Liens hereunder or the provisions hereofof this Agreement defining the relative rights of the Priority Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties. The lien priorities provided in this Section for herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Replacement of either the Senior Indebtedness Priority Lien Obligations (or any part thereof), the Second Lien Obligations (or any part thereof) or the Subordinated Indebtedness, Third Lien Obligations (or any portion 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. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Lien Obligations granted on the Collateral or of any Liens securing the Senior Indebtedness, on one hand, or any Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Junior 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 Lien Obligations, the subordination of such Liens to any other Loan Document Liens, or any other circumstance whatsoever, and notwithstanding whether or not any failure of Insolvency or Liquidation Proceeding has been commenced by or against the Administrative Agent Company or the Senior Lenders to adequately perfect its or their Liens in the Collateralany other Grantor, the subordination Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder, hereby agrees that:‌ (a) any Lien on the Collateral securing any Senior Indebtedness Lien Obligations now or hereafter held by or on behalf of the Senior Lien Collateral Agent or any Senior 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 senior in all respects and prior to any Lien on the Collateral securing any Junior Lien Obligations; and (b) any Lien on the Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Junior Lien Collateral Agent, any Junior 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 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 any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorCompany, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Lien Liens securing the Senior Priority Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any Lien the Junior Priority Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of any UCC, the UCC PPSA or any other applicable law or the provisions of any security document Senior Priority Documents or the Junior Priority Documents or any other Loan Document defect or deficiencies in, or failure to perfect, the Liens securing the Senior Priority Obligations or Junior Priority Obligations or any other circumstance whatsoever, the Senior Priority Collateral Agent, on behalf of itself and notwithstanding the Senior Priority Claimholders and the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, hereby each agrees that: (a) any failure Lien of the Administrative Senior Priority Collateral Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the Collateral securing or purporting to secure any Priming Senior Priority Obligations, whether now or hereafter held by or on behalf of the Senior Priority Collateral Agent or any Senior Indebtedness 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 senior in all respects and prior to all Liens on the Collateral securing or purporting to secure any Junior Priority Obligations; (b) any Lien of the Junior Priority Collateral Agent on the Collateral securing or purporting to secure any Junior Priority Obligations, whether now or hereafter held by or on behalf of the Junior Priority Collateral Agent, any Junior Priority 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 all Liens on the Collateral securing or purporting to secure any Priming Senior Priority Obligations. All Liens on the Collateral securing or purporting to secure any Priming Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing or purporting to secure any Junior Priority Obligations for all purposes, whether or not such Liens securing or purporting to secure any Priming Senior Priority Obligations are subordinated to any Lien 10 securing any other obligation of the Borrower, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed; and (c) any Lien of the Senior Priority Collateral Agent on the Collateral securing or purporting to secure any Excess Senior Priority Obligations, whether now or hereafter held by or on behalf of the Senior Priority Collateral Agent, any Senior Priority 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 all Liens on the Collateral securing or purporting to secure any Junior Priority Obligations. All Liens on the Collateral securing or purporting to secure any Junior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing or purporting to secure any Excess Senior Priority Obligations for all purposes, whether or not such Liens securing or purporting to secure any Junior Priority Obligations are subordinated to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorBorrower, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered Person or otherwise affected by any such amendmentsubordinated, modificationvoided, supplementavoided, extension, repayment, reborrowing, increase, replacement, renewal, restatement invalidated or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereoflapsed.

Relative Priorities. a. (a) Notwithstanding any provision in the Prestige Debt Documents to the contrary or the date, manner or order of grant, attachment or perfection of any Lien on the Collateral securing Senior Indebtedness, on one hand, Prestige Liens or any Lien on the Collateral securing Subordinated Indebtedness (including any New Lender Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC UCC, or any other applicable law or to the provisions of any security document or any other Loan Document or any other circumstance whatsoevercontrary, and notwithstanding any failure of until the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens New Lender Debt has been paid in the Collateralfull in cash, the subordination of Credit Parties agree that they shall not grant (and Prestige shall not accept) any Lien Liens on the any Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, other than the Parent Collateral. In the event any Credit Party, in contravention of the foregoing, grants a Lien to Prestige on any Collateral of any Credit Party, other than the Parent Collateral, then, without limiting, any rights or remedies of the New Lenders and Agent, such Liens shall be subordinated for all purposes and in all respects to the Liens of the New Lenders and Agent in such Collateral, regardless of the date, manner or order of grant, attachment or perfection of any such Liens and notwithstanding any provision of the UCC, or any applicable law to the contrary, and Prestige shall promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the release of such Liens. In furtherance of the foregoing, Prestige shall cause to be filed with the Delaware Department of State an amended UCC financing statement in the form attached hereto as Exhibit A and shall promptly furnish to Agent a filed copy. (b) Notwithstanding any provision in the New Lender Debt Documents to the contrary or the avoidancedate, invalidation manner or lapse order of grant, attachment or perfection of any New Lender Liens or Prestige Liens and notwithstanding any provision of the UCC, or any applicable law to the contrary, until the Prestige Debt has been paid in full in cash, the New Lenders’ and Agent’s Lien on the Parent Collateral securing any Senior Indebtednessshall be and hereby is subordinated for all purposes and in all respects to the Liens of Prestige in the Parent Collateral regardless of the date, each Subordinated Debt Party hereby agrees thatmanner or order of grant, so long as the Discharge attachment or perfection of Senior Indebtedness has not occurred, (a) any such Lien now Liens and notwithstanding any provision of the UCC, or hereafter held by or for any applicable law to the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and contrary. (c) any Furthermore, until the Prestige Debt has been paid in full, the New Lenders and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness Agent shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated enforce their security interest in any respect to any other Lien securing any other obligation of the ObligorParent Collateral except with the written consent of Prestige, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or which consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by unreasonably withheld, provided that the foregoing shall not prevent New Lenders and Agent from recovering proceeds from any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing liquidation of either Parent Collateral remaining after payment in full of the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofPrestige Debt.

Relative Priorities. a. (a) The grant of the Priority Liens pursuant to the Priority Lien Documents, the grant of the Second Liens pursuant to the Second Lien Documents and the grant of the Third Liens pursuant to the Third Lien Documents create three separate and distinct Liens on the Collateral. (b) Notwithstanding anything contained in this Agreement, the datePriority Lien Documents, manner the Second Lien Documents, the Third Lien Documents or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any conflicting provision of the New York UCC or any other applicable law law, (iv) any defect in, or the provisions of any security document non-perfection, setting aside, or any other Loan avoidance of, a Lien or a Priority Lien Document, a Second Lien Document or any other circumstance whatsoevera Third Lien Document, and notwithstanding any failure (v) the modification of the Administrative Agent a Priority Lien Obligation, a Second Lien Obligation or the Senior Lenders to adequately perfect its a Third Lien Obligation, or their Liens in the Collateral, (vi) the subordination of any a Lien on the Collateral securing any Senior Indebtedness a Priority Lien Obligation to any a Lien securing any other another obligation of Halcón or other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, each of the Second Lien Collateral Trustee, on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Trustee, on behalf of itself and the other Third Lien Secured Parties, hereby agrees that (i) any Credit Party, or the avoidance, invalidation or lapse of any Priority Lien on the any Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to (A) any and all Second Liens on any Collateral and (B) any and all Third Liens on any Collateral, (ii) any Second Lien on any Collateral now or hereafter secures Senior Indebtedness held by or for the benefit of any Second Lien Secured Party shall be (A) 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 and (B) senior in right, priority, operation, effect and all other respects to any and all such Third Liens on any Collateral and (iii) any Third Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Third Lien now or hereafter held by or for the benefit of any Subordinated Debt Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (cA) any and all such Priority Liens now or hereafter held by or for on any Collateral, in any case, subject to the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be Priority Lien Cap as provided herein and remain senior in right, priority, operation, effect and all other respects to (B) any and all such Second Liens now or hereafter held by or for on any Collateral. (c) It is acknowledged that, subject to the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposesPriority Lien Cap (as provided herein), whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation (i) the aggregate amount of the ObligorPriority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that (ii) a portion of the Senior Indebtedness represents debt Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature 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, and that (iii) (A) the terms of the Senior Indebtedness Priority Lien Documents may be modifiedreplaced, extended 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 that in the aggregate amount case of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party foregoing (A) and (B) all without affecting the subordination of the Second Liens or Third Liens hereunder or the provisions hereofof this Agreement defining the relative rights of the Priority Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties. The lien priorities provided in this Section for herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Replacement of either the Senior Indebtedness Priority Lien Obligations (or any part thereof), the Second Lien Obligations (or any part thereof) or the Subordinated Indebtedness, Third Lien Obligations (or any portion 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. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Lien Obligations granted on the Collateral or of any Liens securing the Senior Indebtedness, on one hand, or any Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document 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 Loan Document Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, each Junior Lien Representative and notwithstanding any failure each Junior Lien Collateral Agent, for itself and on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateraleach other Junior Lien Claimholder represented by it, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness Lien Obligations now or hereafter held by or on behalf of any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by xxxxx, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Junior Lien Obligations; and (b) any Lien on the Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of any Junior Lien Representative, any Junior Lien Collateral Agent, any Junior Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by xxxxx, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any 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 any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Company or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Secured Obligations granted on the Collateral, or of any Liens securing the First Lien Secured Obligations granted on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document the Second Lien Credit Documents or any other circumstance whatsoeverwhatsoever (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 notwithstanding other liens, charges or encumbrances or any failure defect or deficiency or alleged defect or deficiency in any of the Administrative Agent foregoing, or the Senior Lenders fact that any such Liens securing First Lien Secured Obligations are at any time (x) subordinated to adequately perfect its any Lien securing any obligation of any Person or their Liens to any Indebtedness in the Collateralfavor of any Person or (y) otherwise subordinated, voided, avoided, invalidated or lapsed), the subordination Second Lien Lender, for itself and on behalf of the Second Lien Claimholders, hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Secured Obligations now or hereafter held by or on behalf of the First Lien Trustee or 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 senior in all respects and prior to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, Second Lien Secured Obligations; and (ab) any such Lien on the Collateral now or hereafter held by or for the benefit on behalf of any Senior Lender which now Second Lien Claimholders or hereafter secures Senior Indebtedness shall be senior in rightany agent or trustee therefor, priorityregardless of how acquired, operationwhether by grant, effect and all other respects to any and all such Liens now possession, statute, operation of law, subrogation or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtednessotherwise, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any and all such First Lien Secured Obligations. All Liens now or hereafter held by or for on the benefit of Collateral securing any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness First Lien Secured Obligations shall be and remain senior in right, priority, operation, effect all respects and prior to all other respects to Liens on the Collateral securing any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness Second Lien Secured Obligations for all purposes, whether regardless of the time, order or not 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 Trustee are (x) subordinated in any respect to any other Lien securing any other obligation of the Obligorany Person or to any Indebtedness in favor of any Person or (y) otherwise subordinated, any other Credit Party voided, avoided, invalidated or any other Personlapsed. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) Each Creditor hereby acknowledges its understanding that the other Creditor has been granted a Lien upon the Common Collateral. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Common Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Common Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document the Second Lien Documents or any other circumstance whatsoever, and notwithstanding any failure each of the Administrative Agent or Second Lien Agent, on behalf of itself and the Senior Lenders to adequately perfect its or their Liens in Second Lien Claimholders, and the CollateralFirst Lien Agent, on behalf of itself and the subordination of any First Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party Claimholders hereby agrees that, so long as : (i) all Liens granted under or pursuant to the Discharge of Senior Indebtedness has First Lien Documents on the Common Collateral securing the First Lien Obligations up to but not occurred, (a) any such exceeding the Maximum First Lien Debt Amount now or hereafter held by or for on behalf of the benefit of First Lien Agent or any Senior Lender which now First Lien Claimholder, or hereafter secures Senior Indebtedness shall any agent or trustee therefor, shall, so long as such Liens are valid and perfected, be and remain senior in right, priority, operation, effect all respects and prior to all other respects Liens granted to the Second Lien Agent or the Second Lien Claimholders under or pursuant to the Second Lien Collateral Documents on the Common Collateral securing any and all such Liens Second Lien Obligations; (ii) any Lien granted under or pursuant to the Second Lien Collateral Documents on the Common Collateral now or hereafter held by or for on behalf of the benefit of Second Lien Agent or any Subordinated Debt Party which now Second Lien Claimholders or hereafter secure Subordinated Indebtednessany agent or trustee therefor, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all the Liens granted under or pursuant to the First Lien Documents on the Common Collateral securing the First Lien Obligations up to the Maximum First Lien Debt Amount, so long as such Liens now under or hereafter held by or for pursuant to the benefit First Lien Documents are valid and perfected; and (iii) provided that Second Lien Claimholder Consent shall have been obtained to (i) the incurrence of Obligations pursuant to the First Lien Documents in excess of the Maximum First Lien Debt Amount and (ii) the Liens granted pursuant to the First Lien Documents on any Senior Lender which now or hereafter secures Senior IndebtednessCommon Collateral securing any such excess amounts, and (c) any subject to SECTION 5.3(A), all Liens of the Second Lien Agent and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in rightSecond Lien Claimholders on the Common Collateral shall, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any so long as such Liens are subordinated valid and perfected, have priority over the Liens of the First Lien Agent or the First Lien Claimholders on the Common Collateral to the extent that the Liens of the First Lien Agent or the First Lien Claimholders secure First Lien Obligations in any excess of the Maximum First Lien Debt Amount, and to the extent that the Liens of the First Lien Agent or the First Lien Claimholders on the Common Collateral secure First Lien Obligations in excess of the Maximum First Lien Debt Amount, but only with respect to any other Lien securing any other obligation such excess amounts, such Liens of the ObligorFirst Lien Agent and the First Lien Claimholders shall be junior and subordinate in all respects to the Liens of the Second Lien Agent and the Second Lien Claimholders granted under or pursuant to the Second Lien Documents on the Common Collateral so long as such Liens under or pursuant to the Second Lien Documents are valid and perfected, any and the First Lien Agent and First Lien Claimholders shall have, MUTATIS MUTANDIS, with respect thereto, and to Common Collateral held or received therefor (including proceeds), analogous obligations (other Credit Party or any other Personthan the obligations in respect of the Standstill Period) to the Second Lien Agent and Second Lien Claimholders under this Agreement as the Second Lien Agent and Second Lien Claimholders have under this Agreement in favor of the First Lien Agent and First Lien Claimholders with respect to the First Lien Obligations not exceeding the Maximum First Lien Debt Amount and the Common Collateral securing such First Lien Obligations not exceeding the Maximum First Lien Debt Amount, and the Second Lien Agent and Second Lien Claimholders shall have, mutatis mutandis, the same limitations on responsibilities, duties and liability in respect of the foregoing as the First Lien Agent and First Lien Claimholders have under this Agreement with respect to the Second Lien Agent and Second Lien Claimholders. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. (b) The lien priorities provided in this Section SECTION 2.1 in respect of the Common Collateral on or in which the Creditors have a valid and perfected Lien shall not be altered or otherwise affected by any such amendmentPermitted Modification of the Second Lien Documents or Permitted Modification of the First Lien Documents or any Permitted Refinancing of the Second Lien Obligations or Permitted Refinancing of the First Lien Obligations, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing by any action that any Creditor may take or fail to take in respect of either the Senior Indebtedness Grantor or the Subordinated Indebtedness, Common Collateral (other than failure to maintain the validity or any portion thereofperfection of their respective Liens).

Relative Priorities. a. Notwithstanding the datetime, manner manner, order or order method of grant, creation, attachment or perfection of any Junior Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handSenior Lien, and notwithstanding any provision of the UCC or any other applicable law or law, the provisions of any security document Security Document or any other Loan Document Debt Document, any defect or deficiency or alleged deficiency in any of the foregoing or any other circumstance whatsoever, each Representative, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralrespective Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as until the Senior Priority Discharge of Senior Indebtedness has not occurredDate, (a) any such Senior Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Revolving Facility Secured Party shall be senior in right, priority, perfection, operation, effect and all other respects to any and all such Junior Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated IndebtednessNoteholder Secured Party, (b) any such Senior Lien now or hereafter held by or for the benefit of any Subordinated Debt Noteholder Secured Party shall be senior in right, priority, perfection, operation, effect and all other respects to any and all Junior Liens now or hereafter held by or for the benefit of any Revolving Facility Secured Party, (c) any Junior Lien now or hereafter held by or for the benefit of any Noteholder Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Senior Liens now or hereafter held by or for the benefit of any Senior Lender which Revolving Facility Secured Party, and (d) any Junior Lien now or hereafter secures Senior Indebtednessheld by or for the benefit of any Revolving Facility Secured Party shall be junior and subordinate in right, priority, operation, effect and (c) all other respects to any and all such Senior Liens now or hereafter held by or for the benefit of any Noteholder Secured Party, in each case, on the terms set forth herein. Until the Senior Lender which now or hereafter secure Priority Discharge Date, the Senior Indebtedness Liens shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Junior Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, in each case, on the terms set forth herein, whether or not any such Senior Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorHoldings, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature Person and that the amount thereof that may be outstanding at any time whether or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendmentSenior Liens are voided, modificationavoided, supplementinvalidated, extension, repayment, reborrowing, increase, replacement, renewal, restatement lapsed or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofunperfected.

Relative Priorities. a. (a) The grant of the Priority Liens pursuant to the Priority Lien Documents and the grant of the Second Liens pursuant to the Second Lien Documents create two separate and distinct Liens on the Collateral. (b) Notwithstanding anything contained in this Agreement, the datePriority Lien Documents, manner the Second Lien Documents, or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) the timing of incurrence of any Series of Secured Debt, (ii) the order or method of grantcreation, attachment or perfection of any Liens securing any Series of Secured Debt, (iii) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral, (v) that any Priority Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien, and (vi) the rules for determining priority under any law governing relative priorities of Liens, the Second Lien Collateral Trustee, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that (x) any Priority Lien on the any Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Priority Lien Secured Party to secure Priority Lien Obligations shall be senior in right, priority, operation, effect and all other respects to any and all such Second Liens on any Collateral, and (y) any Second Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Second Lien now or hereafter held by or for the benefit of any Subordinated Debt Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Priority Liens now or hereafter held by or for on any Collateral, in any case, subject to and up to the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and Priority Lien Cap as provided herein. (c) any and all such Liens now or hereafter held by or for It is acknowledged that, subject to the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior Priority Lien Cap (as provided in rightSection 4.04(b) herein), priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for (i) the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation aggregate amount of the ObligorPriority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that (ii) a portion of the Senior Indebtedness represents debt Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature 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, and that (iii) the terms of the Senior Indebtedness Priority Lien Obligations may be modifiedincreased, extended extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and all without affecting the subordination of the Second Liens hereunder or the provisions hereofof this Agreement defining the relative rights of the Priority Lien Secured Parties and the Second Lien Secured Parties. The lien Lien priorities provided in this Section for herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Replacement of either the Senior Indebtedness Second Lien Obligations (or any part thereof) or the Subordinated Indebtedness, Priority Lien Obligations (or any portion 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. a. Notwithstanding (a) the date, time, method, manner or order of grant, attachment or perfection of any Second Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness First Priority Lien, (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding b) any provision of the UCC or any other applicable law or the provisions of any security document Security Document or any other Loan Document, (c) any defect in, or non-perfection, setting aside, or avoidance of a Lien or a First Lien Loan Document or a Second Lien Note Document, (d) subject to Section 7.01, the modification of a First Lien Loan Document or a Second Lien Note Document, (e) the exchange of any security interest in any Collateral for a security interest in other Collateral, (f) the commencement of an Insolvency Proceeding or (g) any other circumstance whatsoever, including a circumstance that might be a defense available to, or a discharge of, a Grantor in respect of a First Lien Secured Obligation or a Second Lien Secured Obligation or holder of such obligation, the Second Lien Collateral Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Second Lien Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness First Lien Non-Excluded Obligations has not occurred, : (ai) any such First Priority Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness First Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, Second Priority Liens, (bii) any such Second Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such First Priority Liens, and (iii) the First Priority Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorBorrower, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and ; provided that the amount thereof First Lien Administrative Agent, on behalf of itself and the other First Lien Secured Parties, hereby acknowledges and agrees that may be outstanding at any time or from time Liens securing the Excess First Lien Obligations and Defaulting First Lien Secured Party Obligations are hereby junior and subordinate in right, priority, operation, effect and all other respects to time may be increased or reduced any and subsequently reborrowed, and that all Second Priority Liens on any Collateral granted to secure the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofSecond Lien Obligations.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the Parity Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Junior Lien Debt Documents or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Parity Lien Obligations, the subordination of such Liens to any other Loan Document 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 Junior Lien Representative and notwithstanding any failure each Junior Lien Collateral Agent, for itself and on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateraleach other Junior Lien Claimholder represented by it, the subordination of hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness Parity Lien Obligations now or hereafter held by or on behalf of any Parity Lien Representative, any Parity Lien Collateral Agent or any Parity 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 senior in all respects and prior to any Lien on the Collateral securing any Junior Lien Obligations; and (b) any Lien on the Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of any Junior Lien Representative, any Junior Lien Collateral Agent, any Junior 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 Parity Lien Obligations. All Liens on the Collateral securing any Parity 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 Parity Lien Obligations are subordinated to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorCompany, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. (a) Notwithstanding the time, date, manner or order of grant, attachment or perfection of any Second Priority Lien on the Collateral securing Senior Indebtedness, on one hand, or any First Priority Lien on the Collateral securing Subordinated Indebtedness (including or any Liens on assets actual or property prohibited by or alleged defect in violation any of the Credit Agreementforegoing), on the other handhow any Second Priority Lien or First Priority Lien was acquired (whether by grant, possession, statute, operation of law, subrogation or otherwise), and notwithstanding any provision of the UCC as in effect in any US Jurisdiction, or any other applicable law or the provisions of any security document Security Document or any other Loan Credit Document or any other circumstance whatsoever, the Second Lien Collateral Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Second Lien Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, (ai) any such First Priority Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness First Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, and (bii) any such Second Priority Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such First Priority Liens. So long as the Discharge of First Lien Obligations has not occurred, the First Priority Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Second Priority Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorHoldings, any other Credit Party Grantor or any other Person. b. (b) Calculations by any Collateral Agent, any Representative, and any other Secured Parties under this Agreement of amounts of Obligations outstanding shall be made using the Dollar Equivalent of all such amounts. (c) Each Subordinated Debt Party First Lien Collateral Agent (including each additional First Lien Collateral Agent representing Additional First Lien Secured Parties), for and on behalf of itself and the First Lien Secured Parties it represents, acknowledges and agrees that a portion (i) each Second Lien Collateral Agent, for the benefit of itself and the Second Lien Secured Parties it represents, has been granted Second Priority Liens upon the Shared Collateral, and each First Lien Collateral Agent hereby consents thereto to the extent such Second Priority Liens are subject to the Lien Priorities set forth herein, (ii) one or more Second Lien Collateral Agents, each on behalf of itself and any Additional Second Lien Secured Parties represented thereby, may be granted Second Priority Liens upon the Shared Collateral, and each First Lien Collateral Agent hereby consents thereto to the extent such Second Priority Liens are subject to the Lien Priorities set forth herein and (iii) subject to the First Lien Intercreditor Agreement, one or more other First Lien Collateral Agents, on behalf of itself and any Additional First Lien Secured Parties or other First Lien Secured Parties it represents, may be granted First Priority Liens upon the First Lien Collateral in which such First Lien Collateral Agent has or is being granted First Priority Liens, and such First Lien Collateral Agent hereby consents thereto, to the extent such First Priority Liens are subject to the First Lien Intercreditor Agreement. (d) Each Second Lien Collateral Agent, for and on behalf of itself and the Second Lien Secured Parties it represents, acknowledges and agrees that (i) each First Lien Collateral Agent, for the benefit of itself and the First Lien Secured Parties it represents, has been granted (or may be granted in the case of any additional First Lien Collateral Agent representing any Additional First Lien Secured Parties or other First Lien Secured Parties) First Priority Liens upon all of the Senior Indebtedness represents debt that is revolving Collateral in nature and that the amount thereof that may be outstanding at which any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.Second Lien

Relative Priorities. a. (a) Each Creditor hereby acknowledges its understanding that the other Creditor has been granted a Lien upon the Common Collateral. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Common Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Common Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document the Second Lien Documents or any other circumstance whatsoever, and notwithstanding any failure each of the Administrative Agent or Second Lien Agent, on behalf of itself and the Senior Lenders to adequately perfect its or their Liens in Second Lien Claimholders, and the CollateralFirst Lien Agent, on behalf of itself and the subordination of any First Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party Claimholders hereby agrees that, so long as : (i) all Liens granted under or pursuant to the Discharge of Senior Indebtedness has First Lien Documents on the Common Collateral securing the First Lien Obligations up to but not occurred, (a) any such exceeding the Maximum First Lien Debt Amount now or hereafter held by or for on behalf of the benefit of First Lien Agent or any Senior Lender which now First Lien Claimholder, or hereafter secures Senior Indebtedness shall any agent or trustee therefor, shall, so long as such Liens are valid and perfected, be and remain senior in right, priority, operation, effect all respects and prior to all other respects Liens granted to the Second Lien Agent or the Second Lien Claimholders under or pursuant to the Second Lien Collateral Documents on the Common Collateral securing any and all such Liens Second Lien Obligations; (ii) any Lien granted under or pursuant to the Second Lien Collateral Documents on the Common Collateral now or hereafter held by or for on behalf of the benefit of Second Lien Agent or any Subordinated Debt Party which now Second Lien Claimholders or hereafter secure Subordinated Indebtednessany agent or trustee therefor, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all the Liens granted under or pursuant to the First Lien Documents on the Common Collateral securing the First Lien Obligations up to the Maximum First Lien Debt Amount, so long as such Liens now under or hereafter held by or for pursuant to the benefit First Lien Documents are valid and perfected; and (iii) provided that Second Lien Claimholder Consent shall have been obtained to (i) the incurrence of Obligations pursuant to the First Lien Documents in excess of the Maximum First Lien Debt Amount and (ii) the Liens granted pursuant to the First Lien Documents on any Senior Lender which now or hereafter secures Senior IndebtednessCommon Collateral securing any such excess amounts, and (c) any subject to Section 5.3(a), all Liens of the Second Lien Agent and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in rightSecond Lien Claimholders on the Common Collateral shall, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any so long as such Liens are subordinated valid and perfected, have priority over the Liens of the First Lien Agent or the First Lien Claimholders on the Common Collateral to the extent that the Liens of the First Lien Agent or the First Lien Claimholders secure First Lien Obligations in any excess of the Maximum First Lien Debt Amount, and to the extent that the Liens of the First Lien Agent or the First Lien Claimholders on the Common Collateral secure First Lien Obligations in excess of the Maximum First Lien Debt Amount, but only with respect to any other Lien securing any other obligation such excess amounts, such Liens of the ObligorFirst Lien Agent and the First Lien Claimholders shall be junior and subordinate in all respects to the Liens of the Second Lien Agent and the Second Lien Claimholders granted under or pursuant to the Second Lien Documents on the Common Collateral so long as such Liens under or pursuant to the Second Lien Documents are valid and perfected, any and the First Lien Agent and First Lien Claimholders shall have, mutatis mutandis, with respect thereto, and to Common Collateral held or received therefor (including proceeds), analogous obligations (other Credit Party or any other Personthan the obligations in respect of the Standstill Period) to the Second Lien Agent and Second Lien Claimholders under this Agreement as the Second Lien Agent and Second Lien Claimholders have under this Agreement in favor of the First Lien Agent and First Lien Claimholders with respect to the First Lien Obligations not exceeding the Maximum First Lien Debt Amount and the Common Collateral securing such First Lien Obligations not exceeding the Maximum First Lien Debt Amount, and the Second Lien Agent and Second Lien Claimholders shall have, mutatis mutandis, the same limitations on responsibilities, duties and liability in respect of the foregoing as the First Lien Agent and First Lien Claimholders have under this Agreement with respect to the Second Lien Agent and Second Lien Claimholders. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. (b) The lien priorities provided in this Section SECTION 2.1 in respect of the Common Collateral on or in which the Creditors have a valid and perfected Lien shall not be altered or otherwise affected by any such amendmentPermitted Modification of the Second Lien Documents or Permitted Modification of the First Lien Documents or any Permitted Refinancing of the Second Lien Obligations or Permitted Refinancing of the First Lien Obligations, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing by any action that any Creditor may take or fail to take in respect of either the Senior Indebtedness Grantor or the Subordinated Indebtedness, Common Collateral (other than failure to maintain the validity or any portion thereofperfection of their respective Liens).

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on Liens granted to Revolving Loan Agent or the Collateral securing Senior Indebtedness, on one hand, Revolving Loan Secured Parties or any Lien on Notes Agent or the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, Notes Secured Parties and notwithstanding any provision of the UCC UCC, or any other applicable law or the any provisions of any security document the Revolving Loan Documents or any other Loan Document the Notes Documents or any other circumstance whatsoever: (i) Notes Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Notes Secured Parties, the subordination of hereby agrees that any Lien on the Revolving Loan Priority Collateral securing any Senior Indebtedness to any Lien securing any the Revolving Loan Debt (other obligation of any Credit Party, or than the avoidance, invalidation or lapse of any Lien on principal amount thereof that exceeds the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (aMaximum Priority Revolving Loan Debt) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Revolving Loan Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing the Notes Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Notes Secured Party which now or hereafter secure Subordinated Indebtedness, any agent or trustee therefor; and (b1) any such Lien on the Revolving Loan Priority Collateral securing any of the Notes Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Notes Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Debt (other than the principal amount thereof that exceeds the Maximum Priority Revolving Loan Debt); and (ii) Revolving Loan Agent, for itself and all such Liens on behalf of the other Revolving Loan Secured Parties, hereby agrees that any Lien on the Notes Priority Collateral securing the Notes Debt now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Notes Secured Party or hereafter secures Senior Indebtedness, and (c) any and all such Liens now agent or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness trustee therefor shall be and remain senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Notes Priority Collateral securing the Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Revolving Loan Secured Party or any agent or trustee therefor; and (1) any Lien on the Notes Priority Collateral securing any of the Revolving Loan Debt Party which now or hereafter secures Subordinated Indebtedness held by or for all purposes, whether the benefit or not on behalf of any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Revolving Loan Secured Party or any other Personagent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any Notes Debt. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature (b) As between Revolving Loan Secured Parties and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowedNotes Secured Parties, and that the terms of this Agreement, including the Senior Indebtedness may be modifiedpriorities set forth above, extended shall govern even if part or amended from time to time, and that the aggregate amount all of the Senior Indebtedness may be increasedRevolving Loan Debt or Notes Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, replaced or refinancedavoided, in each eventdisallowed, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered set aside or otherwise affected by invalidated in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement judicial proceeding or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofotherwise.

Relative Priorities. a. (a) Notwithstanding the date, manner time, method, manner, or order of grant, attachment attachment, or perfection of any Lien on Liens in the Collateral securing Senior Indebtedness, on one hand, the Term Loan Debt or of any Lien on Liens in the Collateral securing Subordinated Indebtedness the ABL Debt (including including, in each case, notwithstanding whether any Liens on assets such Lien is granted (or property prohibited by secures Debt relating to the period) before or in violation after the commencement of the Credit Agreement), on the other hand, any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC or any other applicable law law, the Term Loan Documents or the provisions of any security document ABL Documents or the or any other defect or deficiencies in, or failure to attach or perfect, the Liens securing the ABL Debt or the Term Loan Document Debt, or any other circumstance whatsoever, ABL Agent and notwithstanding Term Loan Agent hereby agree that: (i) any failure Lien with respect to the ABL Priority Collateral securing any ABL Priority Debt, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, any of the Administrative Agent ABL Claimholders or the Senior Lenders 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 adequately perfect its or their Liens in the Collateral, the subordination of any Lien 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 Priority Collateral securing any Term Loan Debt, now or hereafter held by or on behalf of, or created for the benefit of, any of the 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 (A) junior and subordinate in all respects to all Liens with respect to the ABL Priority Collateral securing any ABL Priority Debt, (B) other than the extent to which such Lien secures Excess Term Loan Debt, senior in all respects and prior to any Lien with respect to the ABL Priority Collateral securing any Excess ABL Debt and (C) to the extent such Lien secures Excess Term Loan Debt, junior and subordinate to all Liens with respect to the ABL Priority Collateral securing Excess ABL Debt; (iii) any Lien with respect to the Term Loan Priority Collateral securing any Term Loan Priority Debt, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, any of the 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 any Lien with respect to the Term Loan Priority Collateral securing (A) any ABL Debt or (B) any Excess Term Loan Debt; (iv) any Lien with respect to the Term Loan Priority Collateral securing any ABL Debt now or hereafter held by or on behalf of, or created for the benefit of, any of the ABL 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 (A) junior and subordinate in all respects to all Liens with respect to the Term Loan Priority Collateral securing any Term Loan Priority Debt, (B) other than the extent to which such Lien secures Excess ABL Debt, senior in all respects and prior to any Lien with respect to the Term Loan Priority Collateral securing any Excess Term Loan Debt and (C) to the extent such Lien secures Excess ABL Debt, junior and subordinate to all Liens with respect to the Term Loan Priority Collateral securing Excess Term Loan Debt; and (b) The foregoing priorities with respect to the Collateral securing any Senior Indebtedness Term Loan Debt or any Excess ABL Debt, in each case, shall be effective for all purposes, whether or not such Liens are subordinated to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges person (but only to the extent that a portion of the Senior Indebtedness represents debt that such subordination is revolving in nature and that the amount thereof that may be outstanding at any time or from time permitted pursuant to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, ABL Credit Agreement and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Term Loan Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated IndebtednessAgreement, or any portion thereofas contemplated in Section 6.2).

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on Liens granted to the Collateral securing Senior Indebtedness, on one hand, Revolving Loan Agent or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets Revolving Loan Secured Parties or property prohibited by the Term Loan Agent or in violation of the Credit Agreement), on the other hand, Term Loan Secured Parties and notwithstanding any provision of the UCC UCC, or any other applicable law or the any provisions of any security document the Revolving Loan Documents or any other the Term Loan Document Documents or any other circumstance whatsoever: (i) The Term Loan Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Term Loan Secured Parties, the subordination of hereby agrees that: (A) any Lien on the Revolving Loan Priority Collateral securing any Senior Indebtedness to any Lien securing any the Revolving Loan Debt (other obligation of any Credit Party, or than the avoidance, invalidation or lapse of any Lien on amount thereof that exceeds the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (aMaximum Priority Revolving Loan Debt) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Revolving Loan Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Term Loan Secured Party which now or hereafter secure Subordinated Indebtedness, any agent or trustee therefor; and (bB) any such Lien on the Revolving Loan Priority Collateral securing any of the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Debt (other than the amount thereof that exceeds the Maximum Priority Revolving Loan Debt). (ii) The Revolving Loan Agent, for itself and all such Liens on behalf of the other Revolving Loan Secured Parties, hereby agrees that: (A) any Lien on the Term Loan Priority Collateral securing the Term Loan Debt (other than the amount thereof that exceeds the Maximum Priority Term Loan Debt) now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Term Loan Secured Party or hereafter secures Senior Indebtedness, and (c) any and all such Liens now agent or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness trustee therefor shall be and remain senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Term Loan Priority Collateral securing the Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Revolving Loan Secured Party or any agent or trustee therefor; and (B) any Lien on the Term Loan Priority Collateral securing the Revolving Loan Debt Party which now or hereafter secures Subordinated Indebtedness held by or for all purposes, whether the benefit or not on behalf of any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Revolving Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Debt (other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that than the amount thereof that may exceeds the Maximum Priority Term Loan Debt). (iii) The Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties, hereby agrees that: (A) any Lien on the Revolving Loan Priority Collateral securing the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be outstanding at senior in right, priority, operation, effect and in all other respects to any time Lien on the Revolving Loan Priority Collateral to the extent securing Revolving Loan Debt in excess of the Maximum Priority Revolving Loan Debt now or from time hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent or trustee therefor; and (B) any Lien on the Revolving Loan Priority Collateral securing any of the Revolving Loan Debt in excess of the Maximum Priority Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent or trustee therefore regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to time may all Liens on the Revolving Loan Priority Collateral securing any Term Loan Debt. (iv) The Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties, hereby agrees that: (A) any Lien on the Term Loan Priority Collateral securing the Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent or trustee therefor shall be increased senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral to the extent securing the principal amount of any Term Loan Debt in excess of the Maximum Priority Term Loan Debt now or reduced hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor; and subsequently reborrowed(B) any Lien on the Term Loan Priority Collateral securing any of the Term Loan Debt in excess of the Maximum Priority Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and that subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Revolving Loan Debt. (b) As between Revolving Loan Secured Parties and Term Loan Secured Parties, the terms of this Intercreditor Agreement, including the Senior Indebtedness may be modifiedpriorities set forth above, extended shall govern even if part or amended from time to time, and that the aggregate amount all of the Senior Indebtedness may be increasedRevolving Loan Debt or Term Loan Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, replaced or refinancedavoided, in each eventdisallowed, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered set aside or otherwise affected by invalidated in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement judicial proceeding or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofotherwise.

Relative Priorities. a. (a) The grant of the Priority Liens pursuant to the Priority Lien Documents, the grant of the Second Liens pursuant to the Second Lien Documents and the grant of the Third Liens pursuant to the Third Lien Documents each create separate and distinct Liens on the Collateral. (b) Notwithstanding anything contained in this Agreement, the datePriority Lien Documents, manner the Second Lien Documents, the Third Lien Documents or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding 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, a Second Lien Document or a Third Lien Document, (v) the modification of a Priority Lien Obligation, a Second Lien Obligation or a Third Lien Obligation, or (vi) the subordination of a Lien on Collateral securing a Priority Lien Obligation to a Lien securing another obligation of Denbury or any other applicable law Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, each of the provisions Second Lien Collateral Trustee, on behalf of any security document or any itself and the other Loan Document or any other circumstance whatsoeverSecond Lien Secured Parties, and notwithstanding the Third Lien Collateral Trustee, on behalf of itself and the other Third Lien Secured Parties, hereby agrees that (i) any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any Priority Lien on the any Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness Priority Lien Secured Party shall be senior in right, priority, operation, effect and in all other respects to (A) any and all such Second Liens on any Collateral, subject to the Priority Lien Cap, and (B) any and all Third Liens on any Collateral, (ii) any Second Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Second Lien Secured Party which now or hereafter secure Subordinated Indebtednessshall be (A) junior and subordinate in right, priority, operation, effect and in all other respects to any and all Priority Liens on any Collateral, subject to the Priority Lien Cap, and (bB) senior in right, priority, operation, effect and in all other respects to any and all Third Liens on any Collateral and (iii) any such Third Lien on any Collateral now or hereafter held by or for the benefit of any Subordinated Debt Third Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and in all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (cA) any and all such Priority Liens now or hereafter held by or for on any Collateral (without regard to the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be Priority Lien Cap) and remain senior in right, priority, operation, effect and all other respects to (B) any and all such Second Liens now or hereafter held by or for the benefit of on any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation Collateral. The subordination of the ObligorLiens securing the Second Lien Obligations to the Liens securing the Priority Lien Obligations (subject to the Priority Lien Cap) and the subordination of the Liens securing the Third Lien Obligations to the Liens securing Priority Lien Obligations (without regard to the Priority Lien Cap) and to the Liens securing the Second Lien Obligations set forth in this Section 2.01(b) affects only the relative priority of those Liens, any other Credit Party and does not subordinate the Second Lien Obligations or any other Personthe Third Lien Obligations in right of payment to the Priority Lien Obligations, and does not subordinate the Excess Priority Lien Obligations or the Third Lien Obligations in right of payment to the Second Lien Obligations. b. Each Subordinated Debt Party acknowledges (c) It is acknowledged that (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 Senior Indebtedness represents debt Priority Lien Obligations consists or may consist of Debt that is revolving in nature 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, and that (iii) (A) the terms of the Senior Indebtedness Priority Lien Documents may be modifiedreplaced, extended 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 (subject to the Priority Lien Cap) or Third Liens (without regard to the Priority Lien Cap) hereunder or the provisions of this Agreement defining the relative rights of the Priority Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties in connection with the Collateral. Subject in each case to the Priority Lien Documents and this Agreement, it is acknowledged that (i) the aggregate amount of Second Lien Obligations may be increased from time to time pursuant to the Senior Indebtedness terms of the Second Lien Documents and (ii) (A) the Second Lien Documents may be replaced, restated, supplemented, restructured or otherwise amended or modified from time to time and (B) the Second Lien Obligations may be increased, replaced extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or refinancedotherwise amended or modified from time to time, in each event, without notice to or consent by any Subordinated Debt Party the case of the foregoing (A) and (B) all without affecting the subordination of the Third Liens hereunder or the provisions hereofof this Agreement defining the relative rights of the Priority Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties in connection with the Collateral. The lien priorities provided in this Section for herein shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing Replacement of either the Senior Indebtedness Priority Lien Obligations (or any part thereof), the Second Lien Obligations (or any part thereof) or the Subordinated Indebtedness, Third Lien Obligations (or any portion part thereof), by the release of any Collateral or of any guarantees for any Priority Lien Obligations or the Second 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. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Lien on Liens granted to the Collateral securing Senior Indebtedness, on one hand, Revolving Loan Agent or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets Revolving Loan Secured Parties or property prohibited by the Term Loan Agent or in violation of the Credit Agreement), on the other hand, Term Loan Secured Parties and notwithstanding any provision of the UCC UCC, or any other applicable law or the any provisions of any security document the Revolving Loan Documents or any other the Term Loan Document Documents or any other circumstance whatsoever: (i) The Term Loan Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Term Loan Secured Parties, the subordination of hereby agrees that: (A) any Lien on the Revolving Loan Priority Collateral securing any Senior Indebtedness to any Lien securing any the Revolving Loan Debt (other obligation of any Credit Party, or than the avoidance, invalidation or lapse of any Lien on amount thereof that exceeds the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (aMaximum Priority Revolving Loan Debt) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Revolving Loan Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Revolving Loan Priority Collateral securing the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Term Loan Secured Party which now or hereafter secure Subordinated Indebtedness, any agent or trustee therefor; and (bB) any such Lien on the Revolving Loan Priority Collateral securing any of the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Debt (other than the amount thereof that exceeds the Maximum Priority Revolving Loan Debt). (ii) The Revolving Loan Agent, for itself and all such Liens on behalf of the other Revolving Loan Secured Parties, hereby agrees that: (A) any Lien on the Term Loan Priority Collateral securing the Term Loan Debt (other than the amount thereof that exceeds the Maximum Priority Term Loan Debt) now or hereafter held by or for the benefit or on behalf of any Senior Lender which now Term Loan Secured Party or hereafter secures Senior Indebtedness, and (c) any and all such Liens now agent or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness trustee therefor shall be and remain senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Term Loan Priority Collateral securing the Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Revolving Loan Secured Party or any agent or trustee therefor; and (B) any Lien on the Term Loan Priority Collateral securing the Revolving Loan Debt Party which now or hereafter secures Subordinated Indebtedness held by or for all purposes, whether the benefit or not on behalf of any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Revolving Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Debt (other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that than the amount thereof that may exceeds the Maximum Priority Term Loan Debt). (iii) The Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties, hereby agrees that: (A) any Lien on the Revolving Loan Priority Collateral securing the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be outstanding at senior in right, priority, operation, effect and in all other respects to any time Lien on the Revolving Loan Priority Collateral to the extent securing Revolving Loan Debt in excess of the Maximum Priority Revolving Loan Debt now or from time hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent or trustee therefor; and (B) any Lien on the Revolving Loan Priority Collateral securing any of the Revolving Loan Debt in excess of the Maximum Priority Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent or trustee therefore regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to time may all Liens on the Revolving Loan Priority Collateral securing any Term Loan Debt. (iv) The Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties, hereby agrees that: (A) any Lien on the Term Loan Priority Collateral securing the Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured Party or any agent or trustee therefor shall be increased senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral to the extent securing the principal amount of any Term Loan Debt in excess of the Maximum Priority Term Loan Debt now or reduced hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor; and subsequently reborrowed(B) any Lien on the Term Loan Priority Collateral securing any of the Term Loan Debt in excess of the Maximum Priority Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and that subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Revolving Loan Debt. (b) As between Revolving Loan Secured Parties and Term Loan Secured Parties, the terms of this Agreement, including the Senior Indebtedness may be modifiedpriorities set forth above, extended shall govern even if part or amended from time to time, and that the aggregate amount all of the Senior Indebtedness may be increasedRevolving Loan Debt or Term Loan Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, replaced or refinancedavoided, in each eventdisallowed, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered set aside or otherwise affected by invalidated in any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement judicial proceeding or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofotherwise.

Relative Priorities. a. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Second Priority Guaranty Lien on the Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other handFirst Priority Lien, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Security Document or any other Loan Document or any other circumstance whatsoever, the Second Lien Collateral Agent, for itself and notwithstanding any failure on behalf of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateralother Second Lien Secured Parties, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, (ai) any such First Priority Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness First Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all such Second Priority Guaranty Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, and (bii) any such Second Priority Guaranty Lien now or hereafter held by or for the benefit of any Subordinated Debt Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such First Priority Liens. The First Priority Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Second Priority Guaranty Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorFirst Lien Borrower, any other Credit Party Grantor or any other Personperson. b. Each Subordinated Debt Party acknowledges that a portion of (b) Notwithstanding the Senior Indebtedness represents debt that is revolving foregoing clause (a) or anything else in nature and this Agreement to the contrary, to the extent that the amount thereof First Lien Secured Parties make any extensions of credit to the First Lien Borrower pursuant to the First Lien Loan Documents that may be outstanding at the time of such extensions of credit constitute any time or from time to time may be increased or reduced and subsequently reborrowedExcess First Lien Loan Amount, and that then the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section such Excess First Lien Loan Amount shall not be altered or otherwise affected considered First Lien Obligations for the purposes of the Lien priorities set forth in clause (a) above. To the extent provided under the applicable Documents, all such extensions of credit shall continue to be secured by the Collateral; provided, that the Liens upon any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or Collateral securing the Subordinated Indebtedness, or any portion thereofExcess First Lien Loan Amount shall be junior and subordinate to the Liens securing the Second Lien Obligations.

Relative Priorities. a. Notwithstanding (i) the datetime, manner manner, order or order method of grant, creation, attachment or perfection of any Lien Liens securing the Revolving Facility Obligations granted on the Term Loan First Lien Collateral or of any Liens securing Senior Indebtednessthe Term Loan Obligations granted on the Term Loan First Lien Collateral, on one hand, (ii) the validity or enforceability of the security interests and Liens granted in favor of any Security Agent or any Lien Secured Party on the Collateral securing Subordinated Indebtedness Term Loan First Lien Collateral, (including iii) the date on which any Liens on assets Revolving Facility Obligations or property prohibited by or in violation of the Credit Agreement)Term Loan Obligations are extended, on the other hand, and notwithstanding (iv) any provision of the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the provisions 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 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 Term Loan First Lien Collateral as of the date hereof or otherwise, (vii) any failure by any Term Loan Secured Party to perfect its security document interests in the Term Loan First Lien Collateral or any other Loan Document or (viii) any other circumstance whatsoever, the Revolving Facility Security Agent, on behalf of itself and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the CollateralRevolving Facility Secured Parties, the subordination of hereby agrees that: (i) any Lien on the Term Loan First Lien Collateral securing any Senior Indebtedness Term Loan Obligations now or hereafter held by or on behalf of the Term Loan Security Agent or any Term Loan 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 Term Loan First Lien Collateral securing any of the Revolving Facility Obligations; and (ii) any Lien on the Term Loan First Lien Collateral now or hereafter held by or on behalf of the Revolving Facility Security Agent or any Revolving Facility 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, shall be junior and subordinate in all respects to all Liens on the Term Loan First Lien Collateral securing any Term Loan Obligations. All Liens on the Term Loan First Lien Collateral securing any Term Loan Obligations shall be and remain senior in all respects and prior to all Liens on the Term Loan First Lien Collateral securing any Revolving Facility Obligations for all purposes, whether or not such Liens securing any Term Loan Obligations are subordinated to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the ObligorBorrower, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges Person (but only to the extent that a portion of the Senior Indebtedness represents debt that such subordination is revolving in nature and that the amount thereof that may be outstanding at any time or from time permitted pursuant to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modifiedRevolving Facility Credit Agreement and the Term Loan Credit Agreement, extended or amended from time to time, as contemplated in Section 2.5). The parties hereto acknowledge and agree that it is their intent that the aggregate amount of Revolving Facility Obligations (and the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party security therefor) constitute a separate and without affecting distinct class (and separate and distinct claims) from the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either Term Loan Obligations (and the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereofsecurity therefor).

Relative Priorities. a. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to First Lien on Agent or the Collateral securing Senior Indebtedness, on one handFirst Lien Secured Parties or Second Lien Agent or any Second Lien Secured Party and notwithstanding any provision of the UCC, or any applicable law or any provisions of the First Lien Documents or the Second 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 on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document or any other Loan Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any First Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien now or hereafter held by or for the benefit or on behalf of any Senior Lender which now First Lien Secured Party or hereafter secures Senior Indebtedness any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any and all such Liens Lien on the Collateral securing the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Second Lien Secured Party which now or hereafter secure Subordinated Indebtedness, any agent or trustee therefor; and (bA) any such Lien on the Collateral securing any of the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Subordinated Debt Second Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any and all such First Lien Debt. (b) All Liens now or hereafter held by or for on the benefit of Collateral securing any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness First Lien Debt shall be and remain senior in right, priority, operation, effect all respects and prior to all other respects to Liens on the Collateral securing any and all such Liens now or hereafter held by or for the benefit of any Subordinated Second Lien Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens securing any First Lien Debt are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party Grantor or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing Senior Indebtedness, on one hand, or any the First Lien Obligations granted on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any security document Second Lien Notes 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 Loan Document Liens, or any other circumstance whatsoever, and notwithstanding whether or not any failure of Insolvency or Liquidation Proceeding has been commenced by or against the Administrative Agent Company or the Senior Lenders to adequately perfect its or their Liens in the Collateralany other Grantor, the subordination Second Lien Notes Agent, for itself and on behalf of each other Second Lien Claimholder, hereby agrees that: (a) any Lien on the Collateral securing any Senior Indebtedness First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or 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 senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Notes 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. 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 Credit Party, other Grantor or the avoidance, invalidation or lapse of any other Person; (c) any Lien on the Collateral securing any Senior Indebtedness, each Subordinated Debt Party hereby agrees that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Excess First Lien Obligations now or hereafter held by or for on behalf of the benefit First Lien Collateral Agent, any First Lien Claimholders or any agent or trustee therefor, regardless of any Senior Lender which now how acquired, whether by grant, possession, statute, operation of law, subrogation or hereafter secures Senior Indebtedness otherwise, shall be senior junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens Lien on the Collateral securing any Second Lien Obligations; and (d) any Lien on the Collateral securing any Excess Second Lien Obligation now or hereafter held by or for on behalf of the benefit Second Lien Notes Agent or any Second Lien Claimholders or any agent or trustee therefor, regardless of any Subordinated Debt Party which now how acquired, whether by grant, possession, statute, operation of law, subrogation or hereafter secure Subordinated Indebtednessotherwise, (b) any such Lien now or hereafter held by or for the benefit of any Subordinated Debt Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for Lien on the benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien Collateral securing any other obligation of the Obligor, any other Credit Party First Lien Obligations or any other PersonExcess First Lien Obligations. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Indebtedness represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Indebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, or any portion thereof.