Common use of Subordination of Junior Liens Clause in Contracts

Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note Indenture, any Junior Obligations Security Document or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the Senior Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture), (ii) a portion of the Senior Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and (iii) the Senior Obligations may be extended, renewed or otherwise amended or modified, or secured with additional Collateral, from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the Senior Obligations, by the securing of any Senior Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) The grant of the Revolving Facility Liens pursuant to the Revolving Facility Security Documents and Term Loan Liens pursuant to the Term Loan Security Documents creates two separate and distinct Liens on the Collateral. (b) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureTerm Loan Documents, any Junior Obligations Security Document the Revolving Facility Documents or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and such Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that that, subject, in the case of the Revolving Facility Debt and the Bank Product Obligations, to the Revolving Facility Obligations Cap and Bank Product Obligations Cap, as applicable, (i) the aggregate amount of the Senior Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (may, subject to the limitations set forth in the Note Indenture)Term Loan Credit Agreement and the Revolving Facility Credit Agreement, be increased from time to time, (ii) a portion of the Senior Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination hereunder of the Junior Liens hereunder securing the Junior Obligations or the provisions of this Agreement defining the relative rights of the Senior Obligations Revolving Facility Secured Parties and the Junior Obligations Term Loan Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations (or any part thereof) or the Senior Obligations, by the securing of Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (cd) It is further acknowledged that To the holders extent the aggregate amount of Senior Revolving Facility Debt and Bank Product Obligations of one exceed the Revolving Facility Obligations Cap or more classes may from time Bank Product Obligations Cap, as applicable, (i) first, Bank Product Obligations will be expressly subordinated and made junior in right, priority, operation and effect to time hereafter enter into agreements establishing the relative priorities any and all Term Loan Obligations in respect of such classes Collateral until the aggregate amount of Senior Revolving Facility Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, senior in any respect to the extent not determined Term Loan Obligations is equal to the Revolving Facility Obligations Cap and (ii) second, any Revolving Facility Debt will be expressly subordinated and made junior in right, priority, operation and effect to any and all Term Loan Obligations secured by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities Collateral until the aggregate amount of classes of Senior Revolving Facility Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall senior in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject respect to the limitations set forth in Term Loan Obligations is equal to the Note Indenture) Revolving Facility Obligations Cap. Additionally, at no time shall the Senior amount of Bank Product Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject senior to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing Term Loan Liens be greater than $2,000,000 (the Senior “Bank Product Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article IICap”). (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Notwithstanding the date, manner or order of creation, attachment, or perfection of the security interests and Liens granted to the Collateral Agent and the Noteholder Collateral Agent, and notwithstanding any provisions of the Uniform Commercial Code, or any applicable law or decision or this Agreement, the Noteholder Documents, the Revolving Facility Documents or any other agreement or instrument to the contrary, or whether and irrespective of whether any Senior Secured Obligations Secured Party hold possession of all or any part of the Collateral or of the time or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing or of any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Senior Liens, all Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral. The following, notwithstanding anything contained in this Agreementas between the Collateral Agent, on the Note Indenture, any Junior Obligations Security Document or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the Senior Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture), (ii) a portion of the Senior Obligations consists or may consist of Indebtedness that is revolving in natureone hand, and the amount thereof Noteholder Collateral Agent, on the other hand, shall be the relative priority of the security interests and Liens of the Collateral Agent, on the one hand, and the Noteholder Collateral Agent, on the other hand, in the Collateral: (A) The Collateral Agent shall have a first priority Lien on the Revolving Facility First Lien Collateral and the Noteholder Collateral Agent shall have a second priority Lien on the Revolving Facility First Lien Collateral; and (B) The Noteholder Collateral Agent shall have a first priority Lien on the Noteholder First Lien Collateral and the Collateral Agent shall have a second priority Lien on the Noteholder First Lien Collateral. Notwithstanding anything to the foregoing, with respect to any security interest or Lien on the collateral pledged pursuant to the Noteholder UK Mortgage of Shares, the Collateral Agent shall not file or register its security interest or Lien in the United Kingdom until after the Noteholder Collateral Agent has filed or registered its security interest or Lien in the United Kingdom; provided, however, that may be outstanding upon the fifteenth calendar day after the date hereof, the Collateral Agent my file or register its security interest or Lien in the United Kingdom at any time or from time to time may be increased or reduced and subsequently reborrowed and (iii) the Senior Obligations may be extended, renewed or otherwise amended or modified, or secured with additional Collateral, from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the Senior Obligations, by the securing of any Senior Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Junior Until the First Lien Discharge Date, any and all Liens now existing or hereafter created or arising in respect favor of any Collateral Second Lien Creditor securing the Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens now existing or hereafter created or arising in respect favor of such Collateralthe First Lien Creditors securing the First Lien Obligations, notwithstanding (i) anything to the contrary contained in this Agreement, the Note Indenture, any Junior Obligations Security Document or any other agreement or instrument filing to the contrarywhich any Second Lien Creditor may now or hereafter be a party, and irrespective regardless of the time, order or method of creationgrant, attachment attachment, recording or perfection of such Junior Liens and Senior any financing statements or other Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Document or Second Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Creditor securing any of the First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. Any and all such Liens securing the First Lien Obligations shall be and remain senior in right, priority, operation and effect to any Liens securing Second Lien Obligations for all purposes, whether or not any such Liens securing First Lien Obligations are subordinated in any respect to any other Liens securing other indebtedness of BEEOO, BEEFC or any other Loan Party. (b) It is acknowledged that (i) the aggregate amount Each of the Senior Obligations may be increased as provided in Article III or through increases in the amounts Second Lien Trustee, for itself and on behalf of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture), (ii) a portion of the Senior Obligations consists or may consist of Indebtedness that is revolving in natureeach Second Lien Creditor, and the amount thereof First Lien Agent, for itself and on behalf of each First Lien Creditor, agrees that may be outstanding at it shall not (and hereby waives any time right to) contest or from time to time may be increased support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the validity, extent, perfection, priority or reduced and subsequently reborrowed and (iii) enforceability of any Lien held by or on behalf of any of the Senior Obligations may be extended, renewed First Lien Creditors in the Collateral or otherwise amended by or modified, or secured with additional on behalf of any of the Second Lien Creditors in the Collateral, from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. The lien priorities respectively; provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the Senior Obligations, by the securing of any Senior Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities be construed to prevent or impair the rights of classes the First Lien Agent, any other First Lien Creditors, the Second Lien Trustee or any other Second Lien Creditor to enforce this Agreement, including the priority of Senior the Liens as provided herein. (c) The subordination of Liens securing the Second Lien Obligations or the related Senior Liens. It is further agreed that no agreements establishing described herein affects only the relative priorities priority of Senior those Liens, and does not subordinate the Second Lien Obligations in right of one or more classes or of payment to the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for First Lien Obligations. Nothing in this Agreement or will affect the provisions entitlement of this Agreement defining the relative rights any Second Lien Creditor to receive and retain required payments of interest, principal, and other amounts in respect of the Senior Second Lien Obligations Secured Parties and unless the Junior Obligations Secured Partiesreceipt is expressly prohibited by, or results from the Second Lien Creditor’s breach of, this Agreement. (d) It is further acknowledged that (subject Except as expressly provided in Sections 2.6 and 5.1, the First Lien Agent agrees not to contractually subordinate its Lien in any Collateral to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise Lien of any other remedies available to them as a condition to obtaining creditor of the benefits of this Article IILoan Parties. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Notwithstanding the date, manner or order of creation, attachment, or perfection of the security interests and Liens granted to the ABL Collateral Agent, the Notes Priority Collateral Trustee and the Subordinated Lien Collateral Trustee, if any, and notwithstanding any provisions of the UCC, or any applicable law or decision or this Agreement, the ABL Documents, the Notes Priority Documents, the Second Lien Documents, if any, the Subordinated Lien Documents, if any, or any other agreement or instrument to the contrary, or whether and irrespective of whether any Senior Secured Obligations Secured Party holds possession of all or any part of the Collateral or of the time or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing or of any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Senior Liens, all Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding . Notwithstanding anything contained to the contrary in this Agreement, the Note Indenture, any Junior Obligations Security Document or any other agreement or instrument to following shall be the contrary, and irrespective relative priority of the time, order or method of creation, attachment or perfection of such Junior security interests and Liens and Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoingABL Collateral Agent, the Notes Priority Collateral Trustee, the Subordinated Collateral Trustee (on behalf of the Second Lien Secured Parties) and the Subordinated Collateral Trustee (on behalf of the Subordinated Lien Secured Parties) in the Collateral: (A) The ABL Collateral Agent (on behalf of the ABL Secured Parties) shall have a first priority Lien on the ABL Priority Collateral; the Notes Priority Collateral Trustee (on behalf of the Notes Priority Secured Parties) shall have a second priority Lien on the ABL Priority Collateral; the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties) shall have a third priority Lien on the ABL Priority Collateral; and the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties) shall have a fourth priority Lien on the ABL Priority Collateral; and (B) The Notes Priority Collateral Trustee (on behalf of the Notes Priority Secured Parties) shall have a first priority Lien on the Note Priority Collateral; the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties) shall have a second priority Lien on the Note Priority Collateral; the ABL Collateral Agent (on behalf of the ABL Secured Parties) shall have a third priority Lien on the Note Priority Collateral; and the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties) shall have a fourth priority Lien on the Note Priority Collateral. (b) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (may, subject to the limitations set forth in the Note Indenture)ABL Documents, the Notes Priority Documents, the Second Lien Documents and the Subordinated Lien Documents, be increased from time to time, (ii) all or a portion of the Senior ABL Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may may, subject to the limitations set forth in the ABL Documents, the Notes Priority Documents, the Second Lien Documents and the Subordinated Lien Documents, be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties, the Notes Priority Secured Parties, the Second Lien Secured Parties and the Junior Obligations Subordinated Lien Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It The subordination of all Junior Liens to all Senior Liens as set forth in this Agreement is further acknowledged that with respect to only the holders priority of Senior Obligations of one the Liens held by or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or on behalf of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Secured Obligations Secured Parties and shall not constitute a subordination of the Junior Obligations owing to any Secured PartiesParty to the Obligations owing to any other Secured Party. (d) It The parties hereto agree that it is further acknowledged their intention that (subject the Collateral held by each Agent is identical in all material respects to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured Collateral held by Liens on collateral each other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article IIAgent. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureNoteholder Documents, any Junior Obligations Security Document the Revolving Facility Documents or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (may, subject to the limitations set forth in the Note Credit Agreement and the Indenture), be increased from time to time, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Revolving Facility Secured Parties and the Junior Obligations Noteholder Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureTerm Loan/Notes Documents, any Junior Obligations Security Document the Revolving Facility Documents or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and such Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the Senior Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (may, subject to the limitations set forth in the Note Existing Notes Indenture), the Term Loan Credit Agreement and the Revolving Facility Credit Agreement, be increased, (ii) a portion of the Senior Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Obligations may be increased, extended, renewed or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Revolving Facility Secured Parties, the Term Loan Secured Parties and the Junior Obligations Existing Notes Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the Senior Obligations, by the securing of any Senior Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All The grant of the ABL Liens pursuant to the ABL Security Documents and the grant of the Noteholder Liens pursuant to the Indenture Noteholder Security Documents and the Additional Noteholder Lien Security Documents create two separate and distinct Liens on the Collateral. (b) Except as provided in Section 2.01(e), all Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureNoteholder Lien Documents, any Junior Obligations Security Document the ABL Debt Documents, or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (may, subject to the limitations set forth in the Note Indenture)Senior Documents, be increased from time to time, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may may, subject to the limitations set forth in the Senior Documents, be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties and the Junior Obligations Noteholder Lien Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (cd) It is further acknowledged that If at any time ABL Agent shall make a Permitted Subordination (as defined below) with respect to any ABL First Lien Collateral or Noteholder Collateral Agent shall make a Permitted Subordination with respect to Noteholder First Lien Collateral, in each case, to or in favor of any Person, the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities priority of such classes of Senior Obligations or Representative’s Liens vis-à-vis the Liens therein of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations other Representative shall not be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties affected thereby and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject subordinating Representative’s Liens shall continue to the limitations set forth be senior in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject priority to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.the

Subordination of Junior Liens. (a) The grant of the ABL Liens pursuant to the ABL Security Documents and each grant of the Fixed Assets Debt Liens pursuant to the Fixed Assets Debt Security Documents create separate and distinct Liens on the Collateral. (b) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureCash Flow Documents, the Notes Documents, the ABL Debt Documents, any Junior Obligations Security Document Additional Fixed Assets Debt Documents, or any other agreement or instrument or operation of law to the contrary, and irrespective of the date, time, method, manner, or order or method of creationgrant, attachment attachment, or perfection of such Junior Liens and Senior Liens of, or any defect or deficiency deficiencies in, or alleged defect failure to perfect, the ABL Liens or deficiency in the Fixed Assets Debt Liens, and whether or not any such Liens are otherwise subordinated, voided, avoided, invalidated or lapsed, and notwithstanding applicable provisions of the foregoinglaw that may otherwise apply. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties and the Junior Obligations Fixed Assets Debt Secured Parties, so long as such increase, extension, renewal, replacement, restatement, supplement, restructuring, repayment, refund, refinancing or amendment does not contravene any provision of this Agreement. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of any Senior Secured Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement (or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Partiespart thereof). (d) It is further acknowledged that If at any time the ABL Agent shall make a Permitted Subordination (subject as defined below) with respect to any ABL Priority Collateral or any Fixed Assets Debt Agent shall make a Permitted Subordination with respect to Fixed Assets Priority Collateral, in each case, to or in favor of any Person, the limitations set forth in priority of such Representative’s Liens vis-a-vis the Note Indenture) Liens therein of the Senior Obligations are or may in the future other Representative shall not be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture affected thereby and the Note Security Documents contain provisions substantially subordinating Representative’s Liens shall continue to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.be senior in

Subordination of Junior Liens. (a) The grant of the Revolving Facility Liens pursuant to the Revolving Facility Security Documents and the grant of the Shared Obligations Liens pursuant to the Shared Obligations Security Documents create separate and distinct Liens on the Collateral. (b) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureRevolving Facility Debt Documents, any Junior Obligations Security Document the Term Facility Debt Documents, the Notes Debt Documents or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Revolving Facility Secured Parties, the Notes Secured Parties and the Junior Obligations Term Facility Secured Parties. . (d) The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureNoteholder Documents, any Junior Obligations Security Document the Revolving Facility Documents or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject from time to the limitations set forth in the Note Indenture)time, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Revolving Facility Secured Parties and the Junior Obligations Noteholder Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) The grant of the ABL Liens pursuant to the ABL Security Documents and each grant of CF Debt Liens pursuant to the CF Debt Security Documents of any Series create separate and distinct Liens on the Collateral. (b) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureTerm Loan Documents, the ABL Debt Documents, any Junior Obligations Security Document Additional Debt Documents, or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Debt Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Debt Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Debt Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties and the Junior Obligations CF Debt Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of any Senior Secured Debt Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement (or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Partiespart thereof). (d) It is further acknowledged that If at any time the ABL Agent shall make a Permitted Subordination (subject as defined below) with respect to any ABL Priority Collateral or any CF Debt Agent shall make a Permitted Subordination with respect to any CF Debt Priority Collateral, in each case, to or in favor of any Person, the priority of such Representative’s Liens vis-a-vis the Liens therein of the other Representative shall not be affected thereby and the subordinating Representative’s Liens shall continue to be senior in priority to the limitations set forth other Representative’s Liens in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the affected Collateral subject as and to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of extent provided in this Article II. (e) The Note Collateral . As used herein, the term “Permitted Subordination” shall mean a voluntary subordination by the ABL Agent, which is permitted under the applicable Senior Documents, of its Liens with respect to any or all ABL Priority Collateral, or by any CF Debt Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially of its Liens with respect to the effect set forth any or all CF Debt Priority Collateral, in Annex II hereto under which the Note Secured Parties agree tofavor of depository banks, securities or commodities intermediaries, landlords, mortgagees, custom brokers, freight forwarders, carriers, warehousemen, factors, and subject their rights other Persons who provide goods or services to a Grantor in the provisions of, this Agreementordinary course of business.

Subordination of Junior Liens. (a) The grant of the ABL Liens pursuant to the ABL Security Documents and each grant of the Pari Term Loan Debt Liens pursuant to the Pari Term Loan Debt Security Documents create separate and distinct Liens on the Collateral. (b) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureTerm Loan Documents, any Junior Obligations Security Document the ABL Debt Documents, or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of off the Senior Obligations ABL Secured Parties and the Junior Obligations Pari Term Loan Debt Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of any Senior Secured Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement (or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Partiespart thereof). (d) It is further acknowledged that If at any time ABL Agent shall make a Permitted Subordination (subject as de-fined below) with respect to any ABL First Lien Collateral or the Controlling Pari Term Loan Debt Agent shall make a Permitted Subordination with respect to Term Loan First Lien Collateral, in each case, to or in favor of any Person, the priority of such Representative’s Liens vis-a-vis the Liens therein of the other Representative shall not be affected thereby and the subordinating Representative’s Liens shall continue to be senior in priority to the limitations set forth other Representative’s Liens in the Note Indenture) affected Collateral as and to the Senior Obligations are extent provided in this Section 2. As used herein, the term “Permitted Subordination” shall mean a voluntary subordination by ABL Agent of its Liens with respect to any or may all ABL First Lien Collateral, or by Controlling Pari Term Loan Agent of its Liens with respect to any or all Term Loan First Lien Collateral, in favor of depository banks, securities or commodities intermediaries, landlords, mortgagees, custom brokers, freight forwarders, carriers, warehousemen, factors, and other Persons who provide goods or services to a Grantor in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits ordinary course of this Article IIbusiness. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) The grant of the ABL Liens pursuant to the ABL Security Documents and each grant of the Pari Term Loan Debt Liens pursuant to the Pari Term Loan Debt Security Documents create separate and distinct Liens on the Collateral. (b) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureTerm Loan Documents, any Junior Obligations Security Document the ABL Debt Documents, or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of off the Senior Obligations ABL Secured Parties and the Junior Obligations Pari Term Loan Debt Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of any Senior Secured Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement (or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Partiespart thereof). (d) It is further acknowledged that If at any time ABL Agent shall make a Permitted Subordination (subject as defined below) with respect to any ABL First Lien Collateral or the Controlling Pari Term Loan Debt Agent shall make a Permitted Subordination with respect to Term Loan First Lien Collateral, in each case, to or in favor of any Person, the priority of such Representative’s Liens vis-a-vis the Liens therein of the other Representative shall not be affected thereby and the subordinating Representative’s Liens shall continue to be senior in priority to the limitations set forth other Representative’s Liens in the Note Indenture) affected Collateral as and to the Senior Obligations are extent provided in this Section 2. As used herein, the term “Permitted Subordination” shall mean a voluntary subordination by ABL Agent of its Liens with respect to any or may all ABL First Lien Collateral, or by Controlling Pari Term Loan Agent of its Liens with respect to any or all Term Loan First Lien Collateral, in favor of depository banks, securities or commodities intermediaries, landlords, mortgagees, custom brokers, freight forwarders, carriers, warehousemen, factors, and other Persons who provide goods or services to a Grantor in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits ordinary course of this Article IIbusiness. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureInitial Junior Indebtedness Governing Document, any Designated Junior Obligations Governing Document, any Junior Obligations Security Document or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the Senior Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the US Facilities Credit Agreement Agreements or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note IndentureInitial Junior Indebtedness Governing Document and the Designated Junior Obligations Governing Documents), (ii) a portion of the Senior Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and (iii) the Senior Obligations may be extended, renewed or otherwise amended or modified, or secured with additional CollateralCollateral (the Liens on which, to the extent they secure Senior Obligations, shall become Senior Liens), from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the Senior Obligations, by the securing of any Senior Obligations with any additional Collateral or guaranteesguarantees (the Liens on which, to the extent they secure Senior Obligations, shall become Senior Liens), by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Obligation, or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. Without limiting the foregoing, existing or future Senior Obligations of any class may be secured by Collateral subject to Junior Liens, and the Liens on such Collateral securing such Senior Obligations will constitute Senior Liens entitled to the benefit of this Agreement. (c) It is further acknowledged (i) that the Master Guarantee and Collateral Agreement contains provisions subordinating certain of the Senior Liens to other Senior Liens and (ii) that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral Collateral other than the Collateral subject to the Junior Liens, including Liens on certain real properties of the Company and its subsidiaries. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral Collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Initial Junior Indebtedness Collateral Agent acknowledges receipt of copies of the Credit Agreements and the Credit Facilities Security Documents as in effect on the date hereof. The Company hereby represents, warrants and confirms that the Note Indenture Initial Junior Indebtedness Governing Document and the Note principal Initial Junior Indebtedness Security Documents (other than any account control or "lock-box" agreements) contain the provisions substantially to the effect set forth in Annex II hereto under which the Note Initial Junior Indebtedness Secured Parties agree to, and subject their rights to the provisions of, this AgreementAgreement as set forth therein.

Subordination of Junior Liens. (a) The grant of the ABL Liens pursuant to the ABL Security Documents and the grant of the Noteholder Liens pursuant to the Indenture Noteholder Security Documents and the Additional Noteholder Lien Security Documents create two separate and distinct Liens on the Collateral. (b) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureNoteholder Lien Documents, any Junior Obligations Security Document the ABL Debt Documents, or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties and the Junior Obligations Noteholder Lien Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (cd) It is further acknowledged that If at any time ABL Agent shall make a Permitted Subordination (as defined below) with respect to any ABL First Lien Collateral or Noteholder Collateral Agent shall make a Permitted Subordination with respect to Noteholder First Lien Collateral, in each case, to or in favor of any Person, the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities priority of such classes of Senior Obligations or Representative’s Liens vis-a-vis the Liens therein of the Senior other Representative shall not be affected thereby and the subordinating Representative’s Liens securing shall continue to be senior in priority to the same. It is agreed that other Representative’s Liens in the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, affected Collateral as and to the extent not determined by such agreements, by applicable law, and that nothing provided in this Agreement Section 2. As used herein, the term “Permitted Subordination” shall affect such relative priorities mean a voluntary subordination by ABL Agent of classes its Liens with respect to any or all ABL First Lien Collateral, or by Noteholder Collateral Agent of Senior Obligations its Liens with respect to any or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities all Noteholder First Lien Collateral, in favor of Senior Obligations of one depository banks, securities or more classes commodities intermediaries, landlords, mortgagees, custom brokers, freight forwarders, carriers, warehousemen, factors, Persons who provide DIP Financing and other Persons who provide goods or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject services to the limitations set forth a Grantor in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits ordinary course of this Article IIbusiness. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All The parties hereto hereby agree that the grant of the ABL Liens pursuant to the ABL Security Documents and each grant of the Pari Term Loan Debt Liens pursuant to the Pari Term Loan Debt Security Documents create separate and distinct Liens on the Collateral. (b) The parties hereto hereby further agree that all Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureTerm Loan Documents, the ABL Debt Documents, any Junior Obligations Security Document Additional Pari Term Loan Debt Documents, or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties and the Junior Obligations Pari Term Loan Debt Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of any Senior Secured Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement (or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Partiespart thereof). (d) It is further acknowledged that If at any time the ABL Agent shall make a Permitted Subordination (subject as defined below) with respect to any ABL First Lien Collateral or any Pari Term Loan Debt Agent shall make a Permitted Subordination with respect to Term Loan First Lien Collateral, in each case, to or in favor of any Person, the limitations set forth in priority of such Representative’s Liens vis-à-vis the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All At any time when any Senior Secured Obligations secured by Senior Collateral shall be outstanding or any commitments to extend credit that would constitute Senior Secured Obligations secured by a Senior Lien shall be in effect, all Junior Liens in respect of any such Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureNoteholder Documents, any Junior Obligations Security Document the applicable ABL Documents or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and such Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. For the avoidance of doubt, subject to the limitations set forth in the Indenture, the Senior Secured Obligations (secured by a Senior Lien on ABL First Lien Collateral) with respect to Noteholder Obligations may be created from time to time even if no Senior Secured Obligations exist immediately prior to such creation. (b) It is acknowledged that, so long as Senior Secured Obligations secured by Senior Collateral shall be outstanding or any commitments to extend credit that would constitute Senior Secured Obligations secured by a Senior Lien shall be in effect, (i) the aggregate amount of the Senior Obligations may be increased as provided in Article III all or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture), (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced repaid and subsequently reborrowed and (iiiii) the Senior Secured Obligations may may, subject to the limitations set forth in the Indenture and the applicable ABL Agreement, be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder in respect of such Collateral or the provisions of this Agreement defining the relative rights of the applicable Senior Obligations Secured Parties and the applicable Junior Obligations Secured Parties. The So long as Senior Secured Obligations secured by Senior Collateral shall be outstanding or any commitments to extend credit that would constitute Senior Secured Obligations secured by a Senior Lien shall be in effect, the lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the applicable Junior Secured Obligations or the applicable Senior Obligations, Secured Obligations to the extent permitted by the securing of any Senior Obligations with any additional Collateral or guaranteesIndenture, by the release of any such Collateral or Guarantees of any guarantees securing any such Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any such Collateral or by the avoidance, invalidation or lapse of any Lien on any such Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Until the Senior Lien Discharge Date, any and all Liens now existing or hereafter created or arising in favor of the Junior Liens in respect Creditor affecting the Collateral securing the Junior Lien Obligations, regardless of any Collateral how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly subordinated and made junior in right, priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior Liens in respect of such CollateralCreditors affecting the Collateral securing the Senior Lien Obligations, notwithstanding (i) anything to the contrary contained in this Agreement, the Note Indenture, any Junior Obligations Security Document or any other agreement or instrument filing to which the contraryJunior Creditor may now or hereafter be a party, and irrespective regardless of the time, order or method of creationgrant, attachment attachment, recording or perfection of such Junior Liens and Senior any financing statements or other Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any Senior Lien Document or Junior Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any Senior Creditor affecting the Collateral securing any of the Senior Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Junior Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. Any and all such Liens affecting the Collateral securing the Senior Lien Obligations shall be and remain senior in right, priority, operation and effect to any Liens affecting the Collateral securing Junior Lien Obligations for all purposes, whether or not any such Liens affecting the Collateral securing Senior Lien Obligations are subordinated in any respect to any other Liens affecting the Collateral securing other indebtedness of BEEOO, BEEFC or any other Loan Party. (b) It is acknowledged Each of the Junior Creditor and the Senior Agents, for themselves individually and on behalf of their respective Senior Creditors, agrees that it shall not (iand hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the aggregate amount validity, extent, perfection, priority or enforceability of any Lien held by or on behalf of any of the Senior Obligations may be increased as provided in Article III or through increases Creditors in the amounts of the facilities established Collateral or by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture), (ii) a portion of the Senior Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and (iii) the Senior Obligations may be extended, renewed or otherwise amended or modified, or secured with additional Collateral, from time to time, all without affecting the subordination on behalf of the Junior Liens hereunder or Creditor in the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. The lien priorities Collateral, respectively; provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the Senior Obligations, by the securing of any Senior Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations be construed to prevent or impair the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and Agents, any other Senior Creditors, or the Junior Obligations Secured PartiesCreditor to enforce this Agreement, including the priority of the Liens as provided herein. (dc) It is further acknowledged that (subject The subordination of Liens affecting the Collateral securing the Junior Lien Obligations described herein affects only the relative priority of those Liens, and does not subordinate the Junior Lien Obligations in right of payment to the limitations set forth Senior Lien Obligations. Nothing in this Agreement will affect the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to entitlement of the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation Creditor to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits receive and retain required payments of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree tointerest, principal, and subject their rights to other amounts in respect of the provisions Junior Lien Obligations unless the receipt is expressly prohibited by, or results from the Junior Creditor’s breach of, this Agreement.

Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureNoteholder Documents, any Junior Obligations Security Document the Revolving Facility Documents or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject from time to the limitations set forth in the Note Indenture)time, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be extendedincreased, renewed Refinanced, restated, supplemented or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Revolving Facility Secured Parties and the Junior Obligations Noteholder Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) The grant of the ABL Liens pursuant to the ABL Security Documents, the grant of the Priority Liens pursuant to the Indenture Noteholder Security Documents and the Additional Priority Lien Security Documents and the grant of the Subordinated Liens pursuant to the Subordinated Lien Documents create three separate and distinct Liens on the Collateral. (b) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral (and all Subordinated Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all ABL Liens and Liens of the Holders of Priority Lien Debt in respect of such Collateral), notwithstanding anything contained in this Agreement, the Note IndenturePriority Lien Documents, any Junior Obligations Security Document the ABL Debt Documents, the Subordinated Lien Documents or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens (and Subordinated Liens) or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that that, subject, in the case of ABL Debt, to the ABL Debt Cap, (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties, the Priority Lien Secured Parties and the Junior Obligations Subordinated Lien Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Junior Until the First Lien Discharge Date, any and all Liens now existing or hereafter created or arising in respect favor of any Second Lien Creditor affecting the Collateral securing the Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens now existing or hereafter created or arising in respect favor of such Collateralthe First Lien Creditor affecting the Collateral securing the First Lien Obligations, notwithstanding (i) anything to the contrary contained in this Agreement, the Note Indenture, any Junior Obligations Security Document or any other agreement or instrument filing to the contrarywhich any Second Lien Creditor may now or hereafter be a party, and irrespective regardless of the time, order or method of creationgrant, attachment attachment, recording or perfection of such Junior Liens and Senior any financing statements or other Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Document or Second Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of First Lien Creditor affecting the Collateral securing any of the First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. Any and all such Liens affecting the Collateral securing the First Lien Obligations shall be and remain senior in right, priority, operation and effect to any Liens affecting the Collateral securing Second Lien Obligations for all purposes, whether or not any such Liens affecting the Collateral securing First Lien Obligations are subordinated in any respect to any other Liens affecting the Collateral securing other indebtedness of BEEOO, BEEFC or any other Loan Party. (b) It is acknowledged that (i) the aggregate amount Each of the Senior Obligations may be increased as provided in Article III or through increases in the amounts Second Lien Agent, for itself and on behalf of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture), (ii) a portion of the Senior Obligations consists or may consist of Indebtedness that is revolving in natureeach Second Lien Creditor, and the amount thereof First Lien Creditor, agrees that may be outstanding at it shall not (and hereby waives any time right to) contest or from time to time may be increased support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the validity, extent, perfection, priority or reduced and subsequently reborrowed and (iii) enforceability of any Lien held by or on behalf of the Senior Obligations may be extended, renewed First Lien Creditor in the Collateral or otherwise amended by or modified, or secured with additional on behalf of any of the Second Lien Creditors in the Collateral, from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. The lien priorities respectively; provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the Senior Obligations, by the securing of any Senior Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities be construed to prevent or impair the rights of classes the First Lien Creditor, the Second Lien Agent or any other Second Lien Creditor to enforce this Agreement, including the priority of Senior the Liens as provided herein. (c) The subordination of Liens affecting the Collateral securing the Second Lien Obligations or the related Senior Liens. It is further agreed that no agreements establishing described herein affects only the relative priorities priority of Senior those Liens, and does not subordinate the Second Lien Obligations in right of one or more classes or of payment to the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for First Lien Obligations. Nothing in this Agreement or will affect the provisions entitlement of this Agreement defining the relative rights any Second Lien Creditor to receive and retain required payments of interest, principal, and other amounts in respect of the Senior Second Lien Obligations Secured Parties and unless the Junior Obligations Secured Parties. (d) It receipt is further acknowledged that (subject to expressly prohibited by, or results from the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions Second Lien Creditor’s breach of, this Agreement.

Subordination of Junior Liens. (a) The grant of the ABL Liens pursuant to the ABL Security Documents and the grant of the Priority Liens pursuant to the Indenture Noteholder Security Documents and the Additional Priority Lien Security Documents create two separate and distinct Liens on the Collateral. (b) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndenturePriority Lien Documents, any Junior Obligations Security Document the ABL Debt Documents or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties and the Junior Obligations Priority Lien Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note Indenture, any Designated Junior Obligations Governing Document, any Junior Obligations Security Document or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the Senior Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement Agreements or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note IndentureIndenture and the Designated Junior Obligations Governing Documents), (ii) a portion of the Senior Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and (iii) the Senior Obligations may be extended, renewed or otherwise amended or modified, or secured with additional Collateral, from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the Senior Obligations, by the securing of any Senior Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note IndentureIndenture and the Designated Junior Obligations Governing Documents) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) The grant of the Revolving Facility Liens pursuant to the Revolving Facility Security Documents and the grant of the Term Facility Liens pursuant to the Term Facility Security Documents create two separate and distinct Liens on the Collateral. (b) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureRevolving Facility Debt Documents, any Junior Obligations Security Document the Term Facility Debt Documents or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Revolving Facility Secured Parties and the Junior Obligations Term Facility Secured Parties. . (d) The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. Subject to Section 5, notwithstanding (a) All Junior Liens in respect the date, time, method, manner or order of filing or recordation of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note Indenture, any Junior Obligations Security Document or any other agreement document or instrument to the contrary, and irrespective of the time, order or method of creationgrant, attachment or perfection of such Junior Liens and Senior Liens or (including any defect or deficiency or alleged defect or deficiency or failure to attach or perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of any of the foregoing. ) of any Liens granted (bor required pursuant to the Senior Documents to be granted) It is acknowledged that to (i) the aggregate amount of Senior Collateral Agent, the Senior Obligations may be increased as provided in Article III Holders or through increases in any Senior Representative on the amounts of the facilities established by the Credit Agreement Common Collateral or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture), (ii) a portion of the Senior Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and (iii) the Senior Obligations may be extended, renewed or otherwise amended or modified, or secured with additional Collateral, from time to time, all without affecting the subordination of the Junior Liens hereunder Collateral Agent, the Junior Holders or any Junior Representative on the Common Collateral or the provisions time of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Obligations or the Senior Obligations, by the securing incurrence of any Senior Obligations with or Junior Obligations, (b) any additional provision of the UCC, the Bankruptcy Code, or any applicable law or the Senior Documents or Junior Documents, (c) whether the Senior Collateral Agent, the Junior Collateral Agent or guaranteesany Senior Holder or Junior Holder, by either directly or through agents, holds possession of, or has control over, all or any part of the release Common Collateral, (d) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (e) any other circumstance of any kind or nature whatsoever, each of the Senior Collateral Agent, on behalf of itself and each Senior Holder, and the Junior Collateral Agent, on behalf of itself and each applicable Junior Holder, hereby agrees that any Lien now or Guarantees hereafter held by or on behalf of the Senior Collateral Agent, any Senior Holder or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Junior Obligations, and any Lien on the Common Collateral securing any Junior Obligations now or hereafter held by or on behalf of the Junior Collateral Agent, any Junior Holder, or any agent or trustee therefor regardless of how acquired, whether by xxxxx, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureTerm Loan Documents, any Junior Obligations Security Document the ABL Documents or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all subordination agreements and other instruments as shall be reasonably requested by the Senior Representative to confirm and evidence any subordination of Junior Secured Obligations Collateral provided for in this Section 2.01(a). If requested, such subordination agreement or other instrument shall be in recordable form and shall be in form and substance reasonably satisfactory to the Senior Representative, the Junior Representative and the title insurance company insuring the Liens of the Secured Parties on the Mortgaged Properties (as defined in the Term Loan Credit Agreement). (b) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject from time to the limitations set forth in the Note Indenture)time, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be extendedincreased, renewed Refinanced, restated, supplemented or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties and the Junior Obligations Term Loan Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of Secured Obligations (or any Senior Obligations with any additional Collateral or guaranteespart thereof), by the release of any Collateral or Guarantees securing of any guarantees for any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All The parties hereto hereby agree that the grant of the ABL Liens pursuant to the ABL Security Documents and each grant of the Pari Notes Debt Liens pursuant to the Pari Notes Debt Security Documents create separate and distinct Liens on the Collateral. (b) The parties hereto hereby further agree that all Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureNotes Documents, the ABL Debt Documents, any Junior Obligations Security Document Additional Pari Notes Debt Documents, or any other agreement or instrument or operation of law to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. (bc) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in from time to time pursuant to the amounts terms of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)Documents, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Secured Obligations may be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties and the Junior Obligations Pari Notes Debt Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Replacement of either the Junior Secured Obligations (or any part thereof) or the Senior Obligations, by the securing of any Senior Secured Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement (or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation or by any action that any Collateral Agent or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Partiespart thereof). (d) It is further acknowledged that If at any time the ABL Agent shall make a Permitted Subordination (subject as defined below) with respect to any ABL First Lien Collateral or any Pari Notes Debt Agent shall make a Permitted Subordination with respect to Notes First Lien Collateral, in each case, to or in favor of any Person, the priority of such Representative’s Liens vis-à-vis the Liens therein of the other Representative shall not be affected thereby and the subordinating Representative’s Liens shall continue to be senior in priority to the limitations set forth other Representative’s Liens in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the affected Collateral subject as and to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of extent provided in this Article II. (e) The Note Collateral . As used herein, the term “Permitted Subordination” shall mean a voluntary subordination by the ABL Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially of its Liens with respect to the effect set forth any or all ABL First Lien Collateral, or by any Pari Notes Debt Agent of its Liens with respect to any or all Notes First Lien Collateral, including any such subordination in Annex II hereto under which the Note Secured Parties agree tofavor of depository banks, securities or commodities intermediaries, landlords, mortgagees, custom brokers, freight forwarders, carriers, warehousemen, factors, and subject their rights other Persons who provide goods or services to a Grantor in the provisions of, this Agreementordinary course of business.

Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureTerm Facility Documents, any Junior Obligations Security Document the Revolving Facility Documents or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (may, subject to the limitations set forth in the Note Indenture)Term Credit Agreement and the Revolving Credit Agreement, be increased, (ii) a portion of the Senior Secured Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and may arise under incremental facilities and (iii) the Senior Secured Obligations may may, subject to the limitations set forth in the Term Credit Agreement and the Revolving Credit Agreement, be increased, extended, renewed renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Senior Obligations Revolving Facility Secured Parties and the Junior Obligations Term Facility Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Secured Obligations or the Senior Secured Obligations, by the securing of any Senior Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees of any guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Secured Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.

Subordination of Junior Liens. (a) All Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral, notwithstanding anything contained in this Agreement, the Note IndentureNotes Documents, the ABL Loan Documents, any Junior Obligations Security Document Subordinated Documents or any other agreement or instrument to the contrary, and irrespective of the time, order or method of creation, attachment or perfection of such Junior Liens and such Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing, or the failure to perfect any Liens securing any Obligations, or any other circumstance whatsoever. All Senior Liens in respect of any Collateral shall be and remain (until the ABL Obligations Payment Date and/or the Notes Obligations Payment Date, as applicable) senior in right, priority, operation, effect and in all other respects to the Junior Liens in respect of such Collateral, without regard to whether such Senior Liens are subordinated to any Lien securing any other obligation of any of the Grantors. For the avoidance of doubt, and in furtherance of the foregoing, the parties agree that the ABL Lien on any UK Property is subordinate and junior in right, priority, operation and effect to the Notes Lien on such UK Property, and any Junior Subordinated Lien on any UK Property is subordinate and junior in right, priority, operation and effect to the ABL Lien and the Notes Lien on such UK Property. (b) It is acknowledged that that, subject to the limitations set forth in the Indenture, the ABL Credit Agreement and any Junior Subordinated Documents, (i) the aggregate amount of the Senior Obligations may be increased as provided in Article III or through increases in the amounts of the facilities established by the Credit Agreement or the Designated Senior Obligations Governing Documents (subject to the limitations set forth in the Note Indenture)increased, (ii) a portion of the Senior Obligations consists or may consist of Indebtedness indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed reborrowed, and (iii) the Senior Obligations may be increased, extended, renewed renewed, Refinanced or otherwise amended or modified, or secured with additional Collateral, modified from time to time, all without affecting the subordination hereunder of the Junior Liens hereunder securing the Junior Obligations or the provisions of this Agreement defining the relative rights of the Senior Obligations ABL Secured Parties, the Notes Secured Parties and the any Junior Obligations Subordinated Secured Parties. The lien Lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing Refinancing of either the Junior Obligations or the Senior Obligations, by the securing of any Senior Obligations with any additional Collateral or guarantees, by the release of any Collateral or Guarantees guarantees securing any Senior Obligations, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Senior Obligation or Junior Obligation Obligations or by any action that any Collateral Agent Representative or Secured Party may take or fail to take in respect of any Collateral. (c) It is further acknowledged that the holders of Senior Obligations of one or more classes may from time to time hereafter enter into agreements establishing the relative priorities of such classes of Senior Obligations or of the Senior Liens securing the same. It is agreed that the relative priorities of classes of Senior Obligations shall be governed by the foregoing agreements or, to the extent not determined by such agreements, by applicable law, and that nothing in this Agreement shall affect such relative priorities of classes of Senior Obligations or the related Senior Liens. It is further agreed that no agreements establishing the relative priorities of Senior Obligations of one or more classes or of the Senior Liens securing such Senior Obligations shall in any way limit or affect the subordination of the Junior Liens provided for in this Agreement or the provisions of this Agreement defining the relative rights of the Senior Obligations Secured Parties and the Junior Obligations Secured Parties. (d) It is further acknowledged that (subject to the limitations set forth in the Note Indenture) the Senior Obligations are or may in the future be secured by Liens on collateral other than the Collateral subject to the Junior Liens. It is agreed that no Senior Collateral Agent will have any obligation to proceed against any such other collateral securing the Senior Obligations or to exercise any other remedies available to them as a condition to obtaining the benefits of this Article II. (e) The Note Collateral Agent confirms that the Note Indenture and the Note Security Documents contain provisions substantially to the effect set forth in Annex II hereto under which the Note Secured Parties agree to, and subject their rights to the provisions of, this Agreement.