Common use of Effectiveness; Continuing Nature of this Agreement; Severability Clause in Contracts

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Note Claimholders may continue, at any time and without notice to any Agent or any the other PersonAgent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit ABL Claimholders or the Note Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the ABL Claimholders and the Note Claimholders, as applicable, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date of the Discharge of Revolving Credit ABL Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit ABL Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Note Claimholders and the Notes Note Obligations, on the date of the Discharge of Notes Note Obligations, subject to the rights of the Notes Collateral Agent and the Notes Note Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes ABL Claimholders may continue, at any time and without notice to any Agent or any other PersonTerm Loan Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting ABL Debt in reliance hereonhereof. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Each Agent hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Subject to the terms of this Agreement that provide for reinstatement of Debt, this Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ObligationsABL Debt, on the date of the Discharge Payment in Full of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4ABL Priority Debt; and (b) with respect to the Notes Collateral Agent, the Notes Term Loan Claimholders and the Notes ObligationsTerm Loan Debt, on the date of the Discharge of Notes Obligations, subject to the rights Payment in Full of the Notes Collateral Agent and the Notes Claimholders under Section 6.4Term Loan Priority Debt.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien payment subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Issuer Senior Debt Claimholders may continue, at any time and without notice to any Agent the Trustee or any other PersonHolder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor the Issuer constituting Issuer Senior Debt in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency filing or Liquidation Proceedingproceeding under the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to any Grantor the Issuer shall include such Grantor the Issuer as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person acting for any Grantor the Issuer (as the case may be) in any Insolvency or Liquidation Proceedingproceeding under the Bankruptcy Code. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders any Issuer Senior Debt Representative and the Revolving Credit Issuer Senior Debt Claimholders represented by it and their Issuer Senior Debt Obligations, on the date on which the Issuer Senior Debt Obligations of the Discharge of Revolving Credit Obligations, such Issuer Senior Debt Claimholders are Discharged subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit such Issuer Senior Debt Claimholders under Section 6.43.20 and Section 3.21; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders Trustee and the Notes Obligations, Holders on the date of the Discharge of Notes Obligations, that all Issuer Senior Debt has been Discharged subject to the rights of the Notes Collateral Agent and the Notes such Issuer Senior Debt Claimholders under Section 6.43.20 and Section 3.21; provided, however, that in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Fixed Asset Claimholders may continue, at any time and without notice to any Agent or any other PersonCollateral Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Each of the Collateral AgentAgents, on behalf of itself and the Revolving Credit Claimholders or the Fixed Asset Claimholders, and as the Notes Collateral Agent, on behalf of itself and the Notes Claimholderscase may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Fixed Asset Collateral AgentAgents, the Notes Fixed Asset Claimholders and the Notes Fixed Asset Obligations, on the date of the Discharge of Notes Fixed Asset Obligations, subject to the rights of the Notes Collateral Agent and the Notes Fixed Asset Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any Second Lien Agent or any other PersonSecond Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting First Lien Priority Obligations in reliance hereonhereof. The US Revolving Credit Collateral Agent, on behalf Each of itself First Lien Agent and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Second Lien Agent hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral First Lien Agent, the Revolving Credit Claimholders First Lien Claimholders, and the Revolving Credit First Lien Obligations, on the date that the First Lien Obligations are paid in full and termination or expiration of the Discharge of Revolving Credit Obligationsall commitments, subject if any, to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4extend credit that would constitute First Lien Obligations has occurred; and (b) with respect to the Notes Collateral Second Lien Agent, the Notes Claimholders Second Lien Claimholders, and the Notes Second Lien Obligations, on the date of that the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4Second Lien Obligations are paid in full.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination and each of the US Revolving Credit Collateral Agent, the Revolving Credit First Lien Claimholders and the Notes Collateral Agent and the Notes Second Lien Claimholders may continue, at any time and without notice to any Second Lien Collateral Agent or any other PersonSecond Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. The US Revolving Credit Each Second Lien Collateral Agent, on behalf of itself and the Revolving Credit its Related Second Lien Claimholders, and hereby waives any right it may have under applicable law to revoke this Agreement or any of the Notes provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and the Notes its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor Obligor shall include such Grantor Obligor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for any Grantor Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit any First Lien Collateral Agent, the Revolving Credit other First Lien Claimholders and the Revolving Credit First Lien Obligations, on the date of upon the Discharge of Revolving Credit First Lien Obligations, subject to Section 5.6 and the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.46.5; and (b) with respect to the Notes any Second Lien Collateral Agent, the Notes other Second Lien Claimholders and the Notes Second Lien Obligations, on upon the Discharge of Second Lien Obligations. Notwithstanding the foregoing, such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit First Lien Claimholders and the Notes Collateral Agent and the Notes Claimholders of any Series may continue, at any time and without notice to any Agent or First Lien Claimholder of any other PersonSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon. The US Revolving Credit Each Representative and each Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other First Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) effect with respect to the US Revolving Credit any Representative or Collateral Agent, the Revolving Credit Claimholders Agent and the Revolving Credit First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date of the on which there has been a Discharge of Revolving Credit such Series of First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.42.6; and (b) with respect provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First Lien Secured Parties may continue, at any time and without notice to any the Second Lien Collateral Agent or any other PersonSecond Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Grantor Loan Party constituting First Lien Obligations in reliance hereon. The US Revolving Credit Second Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any Grantor other Loan Party shall include the Borrowers or such Grantor Loan Party as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any Grantor other Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Second Lien Collateral Agent, the Revolving Credit Claimholders Second Lien Secured Parties and the Revolving Credit Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First Lien Secured Parties under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. . (b) This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First Priority Creditors may continue, at any time and without notice to any the Second Priority Agent or any other PersonSecond Priority Creditor subject to the Second Priority Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Grantor constituting First Priority Obligations in reliance hereonhereof. The US Revolving Credit Collateral Second Priority Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond Priority Creditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. . (c) The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Grantor shall include the Borrowers or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Borrowers or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, effect on the date of the Discharge of Revolving Credit First Priority Obligations, subject to the rights of the US Revolving Credit Collateral Agent First Priority Creditors and the Revolving Credit Claimholders Second Priority Creditors under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First-Lien Creditors may continue, at any time and without notice to any the Second-Lien Collateral Agent or any other PersonSecond-Lien Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting First-Lien Obligations in reliance hereon. The US Revolving Credit Second-Lien Collateral Agent, on behalf of itself and the Revolving Credit ClaimholdersSecond-Lien Creditors, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Second-Lien Collateral Agent, the Revolving Credit Claimholders other Second-Lien Creditors and the Revolving Credit Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Notes Documents terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of Revolving Credit First-Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First-Lien Creditors under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5 hereof.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any Agent Second Lien Creditor or any other PersonSecond Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor the Debtor constituting First Lien Priority Debt in reliance hereonhereof. The US Revolving Credit Collateral AgentFirst Lien Creditor, for itself and on behalf of itself and the Revolving Credit First Lien Claimholders, and the Notes Collateral AgentSecond Lien Creditor, for itself and on behalf of itself and the Notes ClaimholdersSecond Lien Claimholder, each hereby waives waive any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor the Debtor shall include such Grantor the Debtor as debtor and debtor-in-debtor in possession and any receiver or trustee for any Grantor (as the case may be) Debtor in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral AgentFirst Lien Creditor, the Revolving Credit Claimholders other First Lien Claimholders, and the Revolving Credit ObligationsFirst Lien Debt, on the date of that the Discharge of Revolving Credit ObligationsFirst Lien Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, subject if any, to extend credit to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4Debtor are terminated or have expired; and (b) with respect to the Notes Collateral AgentSecond Lien Creditor, the Notes Claimholders other Second Lien Claimholders, and the Notes ObligationsSecond Lien Debt, on the date of that the Discharge of Notes ObligationsSecond Lien Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, subject if any, to extend credit to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4Debtor are terminated or have expired.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes ABL Claimholders may continue, at any time and without notice to any Term Loan Agent or any other PersonTerm Loan Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any ABL Grantor constituting ABL Priority Debt in reliance hereonhereof. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Term Loan Agent hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit Claimholders other ABL Claimholders, and the Revolving Credit ObligationsABL Debt, on the date of that the Discharge of Revolving Credit ObligationsABL Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, subject if any, to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4extend credit to Borrowers are terminated or have expired; and (b) with respect to the Notes Collateral Term Loan Agent, the Notes Claimholders other Term Loan Claimholders, and the Notes ObligationsTerm Loan Debt, on the date of that the Discharge of Notes ObligationsTerm Loan Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, subject if any, to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4extend credit to Parent is terminated or have expired.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any Agent or any the other PersonAgent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf the ABL Claimholders or the related Series of itself and the Revolving Credit First Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the ABL Claimholders and the related Series of First Lien Claimholders, as applicable, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date of the Discharge of Revolving Credit ABL Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit ABL Claimholders under Section 6.46.04; and (b) with respect to the Notes Collateral AgentFirst Lien Agents, the Notes First Lien Claimholders and the Notes First Lien Obligations, on the date of the Discharge of Notes First Lien Obligations, subject to the rights of the Notes Collateral Agent and the Notes First Lien Claimholders under Section 6.46.04.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit First Lien Claimholders and the Notes Collateral Agent and the Notes Claimholders of any Series may continue, at any time and without notice to any Agent or First Lien Claimholder of any other PersonSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon. The US Revolving Credit Each Representative and each Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other First Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) effect with respect to the US Revolving Credit any Representative or Collateral Agent, the Revolving Credit Claimholders Agent and the Revolving Credit First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Claimholders are any longer secured by, or required to be secured by, any of the Discharge Collateral pursuant to the terms of Revolving Credit Obligationsthe applicable First Lien Documents, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.42.6; and (b) with respect provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other PersonSecond Lien Claimholder subject to the Second Lien Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereonhereof. The US Revolving Credit Second Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Second Lien Collateral Agent, the Revolving Credit Second Lien Claimholders and the Revolving Credit Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) with respect to the First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination and each of the US Revolving Credit Collateral Agent, the Revolving Credit First Lien Claimholders and the Notes Collateral Agent and the Notes Second Lien Claimholders may continue, at any time and without notice to any Second Lien Collateral Agent or any other PersonSecond Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. The US Revolving Credit Each Second Lien Collateral Agent, on behalf of itself and the Revolving Credit its Related Second Lien Claimholders, and hereby waives any right it may have under applicable law to revoke this Agreement or any of the Notes provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and the Notes its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor Obligor shall include such Grantor Obligor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for any Grantor Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit any First Lien Collateral Agent, the Revolving Credit other First Lien Claimholders and the Revolving Credit ObligationsFirst Lien Obligations of any Series, on the date of upon the Discharge of Revolving Credit such Series of First Lien Obligations, subject to Section 5.6 and the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders of such Series under Section 6.46.5; and (b) with respect to the Notes any Second Lien Collateral Agent, the Notes other Second Lien Claimholders and the Notes Second Lien Obligations of any Series, upon the Discharge of such Series of Second Lien Obligations. Notwithstanding the foregoing, on such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First-Lien Secured Parties may continue, at any time and without notice to any the Second-Lien Agent or any other PersonSecond-Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting First-Lien Obligations in reliance hereon. The US Revolving Credit Collateral Second-Lien Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond-Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Collateral Second-Lien Agent, the Revolving Credit Claimholders other Second-Lien Secured Parties and the Revolving Credit Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Credit Agreement terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the First-Lien Agent, the other First-Lien Secured Parties and the First-Lien Obligations, the date of the Discharge of Revolving Credit First-Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First-Lien Secured Parties under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5 hereof.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any Agent the Subordinated Collateral Trustee or any other PersonSubordinated Lien Claimholder subject to the Subordinated Lien Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereonhereof. The US Revolving Credit Subordinated Collateral AgentTrustee, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Subordinated Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit First Lien Collateral Agent, the Revolving Credit First Lien Claimholders and the Revolving Credit First Lien Obligations, on the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.46.5; and (b) with respect to the Notes Subordinated Collateral AgentTrustee, the Notes Subordinated Lien Claimholders and the Notes Subordinated Lien Obligations, on upon the later of (1) the date upon which the Subordinated Lien Documents are terminated and (2) the date on which the Subordinated Lien Obligations are paid in full. If a Discharge of First Lien Obligations occurs prior to the termination of this Agreement in accordance with this Section 8.2, to the extent that First Lien Obligations are incurred or reinstated in accordance with Section 6.5, the Discharge of Notes First Lien Obligations shall (effective upon the incurrence of such additional First Lien Obligations or reinstatement of such First Lien Obligations, subject as applicable) be deemed to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4no longer be effective.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Each Security Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersapplicable Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code or any similar provision of any other Debtor Relief Law and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower and/or any other Grantor shall include such Borrower and/or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for such Borrower and/or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. . (a) This Agreement shall terminate and be of no further force and effect: (ai) with respect to the US Revolving Credit Collateral First Lien Security Agent, the Revolving Credit Claimholders First Lien Secured Parties and the Revolving Credit First Lien Obligations, on the date of upon the Discharge of Revolving Credit First Lien Obligations and the discharge of the Excess First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First Lien Secured Parties under Section 6.46.17; and (bii) with respect to the Notes Collateral Second Lien Security Agent, the Notes Claimholders Second Lien Secured Parties and the Notes Second Lien Obligations, on the date of upon the Discharge of Notes Second Lien Obligations and the discharge of the Excess Second Lien Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders Second Lien Secured Parties under Section 6.46.17.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any Agent Second Lien Creditor or any other PersonSecond Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor the Debtor constituting First Lien Priority Debt in reliance hereonhereof. The US Revolving Credit Collateral AgentFirst Lien Creditor, for itself and on behalf of itself and the Revolving Credit First Lien Claimholders, and the Notes Collateral Agenteach Second Lien Creditor, for itself and on behalf of itself and the Notes ClaimholdersSecond Lien Claimholder, each hereby waives waive any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor the Debtor shall include such Grantor the Debtor as debtor and debtor-in-debtor in possession and any receiver or trustee for any Grantor (as the case may be) Debtor in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral AgentFirst Lien Creditor, the Revolving Credit Claimholders other First Lien Claimholders, and the Revolving Credit ObligationsFirst Lien Debt, on the date of that the Discharge of Revolving Credit ObligationsFirst Lien Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, subject if any, to extend credit to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4Debtor are terminated or have expired; and (b) with respect to the Notes Collateral Agenteach Second Lien Creditor, the Notes Claimholders other Second Lien Claimholders, and the Notes ObligationsSecond Lien Debt, on the date of that the Discharge of Notes ObligationsSecond Lien Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, subject if any, to extend credit to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4Debtor are terminated or have expired.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretoRevolving Collateral Agent and the Term Collateral Agent. This is a continuing agreement of lien Lien subordination (as opposed to debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders of any Class may continue, at any time and without notice to any the Collateral Agent or any the other PersonClaimholders of the other Class, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Revolving Obligations or Term Obligations, as the case may be, in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the other Revolving Credit Claimholders, and the Notes Term Collateral Agent, on behalf of itself and the Notes other Term Claimholders, hereby waives waive any right it any of them may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency Proceeding. Consistent with, but not in limitation of, the preceding sentence, the Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, and the Term Collateral Agent, on behalf of itself and the other Term Claimholders, irrevocably acknowledge that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code or Liquidation Proceedingany comparable provision of any other applicable Bankruptcy Law and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-Bankruptcy Law. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, manager or trustee for any such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall automatically terminate and be of no further force and effect: effect (a) with respect to the US Revolving Credit Collateral Agent, the other Revolving Credit Claimholders Claimholders, and the Revolving Credit Obligations, on the date of that the Discharge of Revolving Credit ObligationsObligations has occurred, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Term Collateral Agent, the Notes other Term Claimholders and the Notes Obligations, Term Obligations on the date of that the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4Term Obligations has occurred.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First-Lien Creditors may continue, at any time and without notice to any the Second-Lien Collateral Agent or any other PersonSecond-Lien Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Parent Borrower or any other Grantor constituting First-Lien Obligations in reliance hereon. The US Revolving Credit Second-Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersother Second-Lien Creditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Parent Borrower or any other Grantor shall include the Parent Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Parent Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Second-Lien Collateral Agent, the Revolving Credit Claimholders other Second-Lien Creditors and the Revolving Credit Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Credit Agreement terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the U.S. First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of Revolving Credit First-Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First-Lien Creditors under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Fixed Asset Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereonhereof. The US Revolving Credit Each ABL Collateral Agent and Fixed Asset Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, ABL Claimholders and the Notes Collateral AgentFixed Asset Claimholders represented by it, on behalf of itself and the Notes Claimholdersrespectively, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit each ABL Collateral Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date on which the ABL Obligations are no longer secured by, and no longer required to be secured by, any of the Discharge of Revolving Credit ObligationsCollateral, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit such ABL Claimholders under Section Sections 5.6 and 6.4; and (b) with respect to the Notes each Fixed Asset Collateral Agent, the Notes Fixed Asset Claimholders and the Notes Fixed Asset Obligations, on the date on which the Fixed Asset Obligations are no longer secured by, and no longer required to be secured by, any of the Discharge of Notes ObligationsCollateral, subject to the rights of the Notes Collateral Agent and the Notes such Fixed Asset Claimholders under Section Sections 5.6 and 6.4. provided, however, that in each case, such termination shall not relieve any such part of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First-Lien Creditors may continue, at any time and without notice to any the Second-Lien Collateral Agent or any other PersonSecond-Lien Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting First-Lien Obligations in reliance hereon. The US Revolving Credit Second-Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond-Lien Creditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” with respect to Collateral within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Second-Lien Collateral Agent, the Revolving Credit Claimholders other Second-Lien Creditors and the Revolving Credit Second-Lien Obligations, on upon the date of the Discharge of Revolving Credit Second-Lien Obligations and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First-Lien Creditors under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by all of the parties hereto. This is hereto and shall be a continuing agreement of debt and lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral until Payment in Full of Loan Document Priority Debt or Payment in Full of T▇▇▇▇▇▇ Debt. Agent and the Notes other Loan Document Claimholders may continue, at any time and time, without notice to any Agent or any other PersonT▇▇▇▇▇▇, to extend credit and other financial accommodations and lend monies to or for the benefit of Parent or any Grantor of its Subsidiaries constituting Loan Document Debt. Agent and the other Loan Document Claimholders may, at any time and from time to time in reliance hereonaccordance with the Loan Documents or applicable law, without the consent of, and without notice to, T▇▇▇▇▇▇, without incurring any liabilities to T▇▇▇▇▇▇ and without impairing or releasing the Lien priorities and other benefits provided in this Agreement amend, renew, exchange, extend, modify, or supplement or increase in any manner any Liens held by Agent or any other Loan Document Claimholder, the Loan Document Debt, or any of the Loan Documents. The US Revolving Credit Collateral AgentNotwithstanding the foregoing, Agent agrees on behalf of itself and the Revolving Credit Claimholdersother Loan Document Claimholders that the Commitments under the Loan Documents shall terminate on March 31, 2013 unless T▇▇▇▇▇▇ in his sole discretion shall agree in a writing delivered to Agent to extend such date. Agent and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, T▇▇▇▇▇▇ each hereby waives any right it or he may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision The provisions of this Agreement that is prohibited or unenforceable in any jurisdiction are intended to be and shall not invalidate be enforceable as a subordination agreement within the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdictionmeaning of Section 510 of the Bankruptcy Code. All references to Parent or any Grantor of its Subsidiaries shall include any such Grantor person as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) such person in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation ProceedingProceeding but, as to any Grantor and the rights of the Secured Parties with respect thereto, shall not survive the effectiveness of any plan of reorganization adopted in connection therewith (subject to the terms of this Agreement with respect to any reorganization securities). Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for any the Borrower or such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. ​ (b) This Agreement shall terminate and be of no further force and effect: (ai) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of (A) upon the Discharge of Revolving Credit ObligationsABL Priority Obligations and payment in full in cash of the Excess ABL Debt, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders ABL Secured Parties under Section 6.4; and 6.17 or (bB) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of upon both (1) the Discharge of Notes ObligationsSenior Note Priority Obligations and payment in full in cash of the Excess Senior Note Debt, subject to the rights of the Notes Collateral Agent Senior Note Secured Parties under Section 6.17 and (2) the Discharge of Junior Note Priority Obligations and payment in full in cash of the Excess Junior Note Debt, subject to the rights of the Junior Note Secured Parties under Section 6.17; (ii) with respect to the Senior Note Agent, the other Senior Note Secured Parties and the Notes Claimholders Senior Note Obligations, upon the Discharge of Senior Note Priority Obligations and payment in full in cash of the Excess Senior Note Debt, subject to the rights of the Senior Note Secured Parties under Section 6.46.17; and (iii) with respect to the Junior Note Agent, the other Junior Note Secured Parties and the Junior Note Obligations, upon the Discharge of Junior Note Priority Obligations and payment in full in cash of the Excess Junior Note Debt, subject to the rights of the Junior Note Secured Parties under Section 6.17.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the Grantors, the ABL Claimholders and the Term Claimholders upon execution and delivery of this Agreement by the ABL Agent, the Term Agent and the Grantors party hereto on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral AgentABL Claimholders, the Revolving Credit Term Claimholders and the Notes Collateral Agent and the Junior Secured Notes Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit applicable Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, effect subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit provided to Prior Lien Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4.:

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent Trustee, the Secured Debt Representatives and the Notes Secured Debt Claimholders may continue, at any time and without notice to any Agent or any other Personof the others, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Agreement The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral AgentTrustee, the Notes Secured Debt Representatives, the Secured Debt Claimholders and the Notes Secured Debt Obligations, on the date of the Discharge of Notes Secured Debt Obligations, subject to the rights of the Notes Collateral Agent Trustee, the Secured Debt Representatives and the Notes Secured Debt Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit First Lien Claimholders and the Notes Collateral Agent and the Notes Claimholders of any Series may continue, at any time and without notice to any Agent or First Lien Claimholder of any other PersonSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon. The US Revolving Credit Each Representative and each Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other First Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) effect with respect to the US Revolving Credit any Representative or Collateral Agent, the Revolving Credit Claimholders Agent and the Revolving Credit First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Claimholders are any longer secured by, or required to be secured by, any of the Discharge Collateral pursuant to the terms of Revolving Credit Obligationsthe applicable First Lien Documents, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.42.06; and (b) with respect provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. . (b) This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Super Priority Claimholders may continue, at any time and without notice to the Collateral Agent, any Indenture Claimholder subject to the Indenture Documents, the Second Priority Agent or any other PersonSecond Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Grantor constituting Super Priority Obligations in reliance hereonhereof. The US Revolving Credit Each of the Collateral Agent, on behalf of itself and the Revolving Credit Indenture Claimholders, and the Notes Collateral Second Priority Agent, on behalf of itself and the Notes Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. . (c) This is a continuing agreement of lien subordination and, after the Discharge of Super Priority Obligations, the Indenture Claimholders may continue, at any time and without notice to the Second Priority Agent or any Second Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Grantor constituting Indenture Obligations in reliance hereof. (d) The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Grantor shall include the Borrowers or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (ai) with respect to the US Revolving Credit Collateral Super Priority Agent, the Revolving Credit Super Priority Claimholders and the Revolving Credit Super Priority Obligations, on the date of the Discharge of Revolving Credit Super Priority Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Super Priority Claimholders under Section 6.4; and6.5; (bii) with respect to the Notes Trustee, the Collateral Agent, the Notes Indenture Claimholders and the Notes Indenture Obligations, on the date of the Discharge of Notes Indenture Obligations, subject to the rights of the Notes Collateral Agent and the Notes Indenture Claimholders under Section 6.46.5; and (iii) with respect to the Second Priority Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Senior Lien Claimholders may continue, at any time and without notice to any Agent Junior Lien Representative or any other PersonJunior Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor the Company or Centrus constituting Senior Lien Obligations in reliance hereon. The US Revolving Credit Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other Junior Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to any Grantor the Company shall include such Grantor the Company as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person acting for any Grantor the Company (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit any Senior Lien Representative and any Senior Lien Collateral Agent, the Revolving Credit Senior Lien Claimholders represented by them and the Revolving Credit their Senior Lien Obligations, on the date on which the Senior Lien Obligations of the Discharge of Revolving Credit Obligationssuch Senior Lien Claimholders are Discharged, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit such Senior Lien Claimholders under Section 6.4Sections 5.8 and 6.5; and (b) with respect to the Notes any Junior Lien Representative and any Junior Lien Collateral Agent, the Notes Junior Lien Claimholders represented by them and the Notes their Junior Lien Obligations, on the date on which the Junior Lien Obligations of the Discharge of Notes Obligations, such Junior Lien Claimholders are Discharged subject to the rights of the Notes Collateral Agent and the Notes such Junior Lien Claimholders under Section 6.4Sections 5.8 and 6.5; provided, however, that in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Note Claimholders may continue, at any time and without notice to any Agent or any the other PersonAgent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit ABL Claimholders or the Note Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the ABL Claimholders and the Note Claimholders, as applicable, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date of the Discharge of Revolving Credit ABL Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit ABL Claimholders under Section 6.46.6; and (b) with respect to the Notes Collateral Agent, the Notes Note Claimholders and the Notes Note Obligations, on the date of the Discharge of Notes Note Obligations, subject to the rights of the Notes Collateral Agent and the Notes Note Claimholders under Section 6.46.6.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any the Second Lien Agent or any other PersonSecond Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting First Lien Obligations in reliance hereonhereon (except to the extent otherwise limited or prohibited by this Agreement). The US Revolving Credit Collateral Second Lien Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include each Grantor individually, and each such Grantor as debtor and debtor-in-possession and any receiver or trustee for any such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Collateral Second Lien Agent, the Revolving Credit Second Lien Claimholders and the Revolving Credit Second Lien Obligations, on upon the later of (1) the date upon which the First Lien Agent and the First Lien Claimholders shall have complied with their agreements set forth in SECTION 5 hereof, and (2) the first Business Day after the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4SECTION 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Fixed Asset Claimholders may continue, at any time and without notice to any Agent or any other PersonCollateral Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Each of the Collateral AgentAgents, on behalf of itself and the Revolving Credit ABL Claimholders or the Fixed Asset Claimholders, and as the Notes Collateral Agent, on behalf of itself and the Notes Claimholderscase may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit ABL Collateral Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ObligationsABL Obligations has occurred, on the date of the Discharge of Revolving Credit ObligationsABL Obligations has occured, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit ABL Claimholders under Section 6.46.04; and (b) with respect to the Notes Fixed Asset Collateral AgentAgents, the Notes Fixed Asset Claimholders and the Notes Fixed Asset Obligations, on the date of the Discharge of Notes ObligationsFixed Asset Obligations has occurred, subject to the rights of the Notes Collateral Agent and the Notes Fixed Asset Claimholders under Section 6.46.04.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto on the date hereof. This is a continuing agreement of lien subordination and the US Revolving Credit First Lien Collateral Agent, the Revolving Credit Claimholders First Lien Claimholders, the Collateral Trustee and the Notes Collateral Agent and the Notes Second Lien Claimholders may continue, at any time and without notice to any Agent or any other Personof the others, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any The relative rights, as provided for in this Agreement, will continue after the commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the commencement of any such Insolvency or Liquidation Proceeding, as provided in this Agreement. If any provision of this Agreement that is prohibited invalid, illegal or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition respect or unenforceability in any jurisdiction shall not invalidate or render unenforceable jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, will not in any other jurisdictionway be affected or impaired thereby. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effecteffect on the earlier of: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit First Lien Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.46.3; and (b) with respect to the Notes Collateral Agent, date upon which all of the Notes Claimholders Second Lien Obligations then outstanding shall have been paid in full (but only if the Second Lien Obligations have not been repaid in contravention of the terms of this Agreement and the Notes Obligations, Collateral Trustee has released its Lien on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4Collateral).

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Senior Claimholders may continue, at any time and without notice to any Agent the Third Lien Representative or any other PersonThird Lien Claimholder subject to the Third Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting Senior Obligations in reliance hereon. The US Revolving Credit Third Lien Representative and the Third Lien Collateral Agent, on behalf of itself and the Revolving Credit Third Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Third Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit any Senior Representative and any Senior Collateral Agent, the Revolving Credit Senior Claimholders represented by it and the Revolving Credit their Senior Obligations, on the date on which the Senior Obligations of the Discharge of Revolving Credit Obligationssuch Senior Claimholders are Discharged, subject to the rights of the US Revolving Credit Collateral Agent Sections 6.6 and the Revolving Credit Claimholders under Section 6.4; and7.5; (b) with respect to the Notes Third Lien Representative and the Third Lien Collateral Agent, the Notes Third Lien Claimholders represented by it and the Notes their Third Lien Obligations, on the date on which the Third Lien Obligations of the Discharge of Notes Obligationssuch Second Lien Claimholders are Discharged, subject to Sections 6.6 and 7.5; provided, however, that in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the rights date of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other PersonSecond Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of U.S. Borrower or any Grantor constituting First Lien Obligations in reliance hereonhereof. The US Revolving Credit Second Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to U.S. Borrower or any other Grantor shall include U.S. Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for U.S. Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit First Lien Collateral Agent, the Revolving Credit First Lien Claimholders and the Revolving Credit First Lien Obligations, on the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.46.5; and (b) with respect to the Notes Second Lien Collateral Agent, the Notes Second Lien Claimholders and the Notes Second Lien Obligations, on upon the later of (1) the date of upon which the Discharge of Notes Obligationsobligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4date upon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretoABL Collateral Agent and the Term Collateral Agent. This is a continuing agreement of lien Lien subordination (as opposed to debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders of any Class may continue, at any time and without notice to any the Collateral Agent or any the other PersonClaimholders of the other Class, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting ABL Obligations or Term Obligations, as the case may be, in reliance hereon. The US Revolving Credit ABL Collateral Agent, on behalf of itself and the Revolving Credit other ABL Claimholders, and the Notes Term Collateral Agent, on behalf of itself and the Notes other Term Claimholders, hereby waives waive any right it any of them may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, the ABL Collateral Agent, on behalf of itself and the other ABL Claimholders, and the Term Collateral Agent, on behalf of itself and the other Term Claimholders, irrevocably acknowledge that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-Debtor Relief Law. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for any such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall automatically terminate and be of no further force and effect: effect (a) with respect to the US Revolving Credit ABL Collateral Agent, the Revolving Credit Claimholders other ABL Claimholders, and the Revolving Credit ABL Obligations, on the date of that the Discharge of Revolving Credit ObligationsABL Obligations has occurred, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Term Collateral Agent, the Notes other Term Claimholders and the Notes Obligations, Term Obligations on the date of that the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4Term Obligations has occurred.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Note Claimholders may continue, at any time and without notice to any Agent or any the other PersonAgent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit ABL Claimholders or the Note Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the ABL Claimholders and the Note Claimholders, as applicable, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date of the Discharge of Revolving Credit ABL Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit ABL Claimholders under Section 6.4; and; (b) with respect to the Notes Collateral Agent, the Notes Note Claimholders and the Notes Note Obligations, on the date of the Discharge of Notes Note Obligations, subject to the rights of the Notes Collateral Agent and the Notes Note Claimholders under Section 6.4; and (c) with respect to any Grantor, when such Grantor is irrevocably released and discharged from its obligations under the ABL Credit Agreement, the Indenture, each Additional Pari Passu Note Agreement and each Permitted Refinancing Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of payment and lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First-Lien Creditors may continue, at any time and without notice to any the Second-Lien Agent or any other PersonSecond-Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Parent or any other Grantor constituting First-Lien Obligations in reliance hereon. The US Revolving Credit Collateral Second-Lien Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes other Second-Lien Claimholders, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement, which is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Parent or any other Grantor shall include the Parent or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Parent or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Collateral Second-Lien Agent, the Revolving Credit other Second-Lien Claimholders and the Revolving Credit Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Loan Documents terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the First-Lien Agents, the other First-Lien Creditors and the First-Lien Obligations, First-Lien Obligations, either (x) the date of the Discharge of Revolving Credit First-Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First-Lien Creditors under Section 6.4; and 5.6 (bincluding that such date shall be deemed not to have occurred in the event of any contemporaneous or subsequent Refinancing of the First-Lien Obligations) with respect or Section 6.5 of this Agreement and except to the Notes Collateral Agentextent any such term or provision, the Notes Claimholders and the Notes Obligationsby its terms, on survives any Discharge of First-Lien Obligations or (y) the date of the Discharge conversion of Notes Obligations, subject to the rights all of the Notes Collateral Agent and outstanding First-Lien Obligations into common stock of the Notes Claimholders under Section 6.4Parent in accordance with the terms of the First-Lien Purchase Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of payment and lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First-Lien Creditors may continue, at any time and without notice to any the Second-Lien Agent or any other PersonSecond-Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Parent or any other Grantor constituting First-Lien Obligations in reliance hereon. The US Revolving Credit Collateral Second-Lien Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes other Second-Lien Claimholders, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement, which is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Parent or any other Grantor shall include the Parent or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Parent or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Collateral Second-Lien Agent, the Revolving Credit other Second-Lien Claimholders and the Revolving Credit Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Loan Documents terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the First-Lien Agent, the other First-Lien Creditors and the First-Lien Obligations, First-Lien Obligations, either (x) the date of the Discharge of Revolving Credit First-Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First-Lien Creditors under Section 6.4; and 5.6 (bincluding that such date shall be deemed not to have occurred in the event of any contemporaneous or subsequent Refinancing of the First-Lien Obligations) with respect or Section 6.5 of this Agreement and except to the Notes Collateral Agentextent any such term or provision, the Notes Claimholders and the Notes Obligationsby its terms, on survives any Discharge of First-Lien Obligations or (y) the date of the Discharge conversion of Notes Obligations, subject to the rights all of the Notes Collateral Agent and outstanding First-Lien Obligations into common stock of the Notes Claimholders under Section 6.4Parent in accordance with the terms of the First-Lien Purchase Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This Except as set forth herein, this is a continuing agreement of lien subordination and the US Senior Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any the Term Administrative Agent or any other PersonTerm Claimholder subject to the Term Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Grantor Obligor constituting Senior Indebtedness in reliance hereonhereof. The US Revolving Credit Collateral Term Administrative Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Term Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this AgreementAgreement absent fraud or material misrepresentation by any other party hereto with respect to the transactions contemplated hereby. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Grantor other Obligor shall include the Borrower or such Grantor Obligor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Borrower or any Grantor other Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (a) with respect to the US Revolving Credit Collateral Term Administrative Agent, the Revolving Credit Term Claimholders and the Revolving Credit Second Lien Obligations, on upon the later of (i) the date upon which the obligations under the Second Lien Term Loan Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (ii) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (b) with respect to the Senior Indebtedness Representative, the Senior Revolving Claimholders and the Senior Indebtedness, the date on which the Senior Indebtedness is paid in full in cash and all of the Discharge Commitments of the Senior Revolving Credit ObligationsClaimholders have expired or been terminated, subject to the rights of the US Senior Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Parity Lien Claimholders and the Notes Collateral Agent and the Notes Claimholders of any Series may continue, at any time and without notice to any Agent or Parity Lien Claimholder of any other PersonSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting Parity Lien Obligations in reliance hereon. The US Revolving Credit Each Representative and each Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other Parity Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) effect with respect to the US Revolving Credit any Representative or Collateral Agent, the Revolving Credit Claimholders Agent and the Revolving Credit Parity Lien Claimholders represented by such Representative or Collateral Agent and their Parity Lien Obligations, on the date on which no Parity Lien Obligations of such Parity Lien Claimholders are any longer secured by, or required to be secured by, any of the Discharge Collateral pursuant to the terms of Revolving Credit Obligationsthe applicable Parity Lien Documents, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Parity Lien Claimholders under Section 6.42.6 of the Parity Lien Intercreditor Agreement; and (b) with respect provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First Lien Secured Parties may continue, at any time and without notice to any Agent Second Lien Representative or any other PersonSecond Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Grantor constituting First Lien Obligations in reliance hereon. The US Revolving Credit Collateral AgentEach Second Lien Representative, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond Lien Secured Parties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agentany First Lien Representative, the Revolving Credit Claimholders First Lien Secured Parties represented by it and the Revolving Credit their First Lien Obligations, on the date of the Discharge of Revolving Credit First Lien Obligations and payment in full in cash of the Excess First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First Lien Secured Parties under Section 6.46.5; and (b) with respect to the Notes Collateral Agentany Second Lien Representative, the Notes Claimholders Second Lien Secured Parties represented by it and the Notes their Second Lien Obligations, on the date of the Discharge of Notes Second Lien Obligations; provided, subject however, that in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the rights date of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First Lien Secured Parties may continue, at any time and without notice to any the Second Lien Administrative Agent or any other PersonSecond Lien Secured Party subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of any Borrower or any Grantor constituting First Lien Obligations in reliance hereonhereof. The US Revolving Credit Collateral Second Lien Administrative Agent, on behalf of itself and the Revolving Credit ClaimholdersSecond Lien Secured Parties, and the Notes Collateral First Lien Administrative Agent, on behalf of itself and the Notes ClaimholdersFirst Lien Secured Parties, each hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Collateral Second Lien Administrative Agent, the Revolving Credit Claimholders Second Lien Secured Parties and the Revolving Credit Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) with respect to the First Lien Administrative Agent, the First Lien Secured Parties and the First Lien Obligations, the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First Lien Secured Parties under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders 5.6 and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any Agent or any the other PersonAgent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit ABL Claimholders or the First Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the ABL Claimholders and the First Lien Claimholders, as applicable, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date of the Discharge of Revolving Credit ABL Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit ABL Claimholders under Section 6.4; and (b) with respect to the Notes Collateral AgentFirst Lien Agents, the Notes First Lien Claimholders and the Notes First Lien Obligations, on the date of the Discharge of Notes First Lien Obligations, subject to the rights of the Notes Collateral Agent and the Notes First Lien Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Term Loan Claimholders may continue, at any time and without notice to any Agent or any other PersonAgent, to extend credit and other financial accommodations and lend monies to or for the benefit of the any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit Claimholders or the Term Loan Claimholders, and as the Notes Collateral Agent, on behalf of itself and the Notes Claimholderscase may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Term Loan Collateral Agent, the Notes Term Loan Claimholders and the Notes Term Loan Obligations, on the date of the Discharge of Notes Term Loan Obligations, subject to the rights of the Notes Collateral Agent and the Notes Term Loan Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination and each of the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Term Loan Claimholders may continue, at any time and without notice to any Term Loan Collateral Agent or any other PersonTerm Loan Claimholder or the ABL Credit Agreement Collateral Agent or any other ABL Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor Obligor constituting ABL Obligations and/or Term Loan Obligations in reliance hereon. The US Revolving Credit Each Term Loan Collateral Agent, on behalf of itself and the Revolving Credit its Related Claimholders, and hereby waives any right it may have under applicable law to revoke this Agreement or any of the Notes provisions of this Agreement. The ABL Credit Agreement Collateral Agent, on behalf of itself and the Notes its Related Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor Obligor shall include such Grantor Obligor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for any Grantor Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereonsubordination. The US Revolving Credit Second Lien Collateral AgentAgents, each on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other applicable Second Lien Claimholder, hereby waives waive any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: effect on the earlier to occur of (ax) with respect to the US Revolving Credit First Lien Collateral Agent, the Revolving Credit First Lien Claimholders and the Revolving Credit First Lien Obligations, on upon the date of the on which there has been a Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent First Lien Obligations (and the Revolving Credit Claimholders under Section 6.4; and no Excess First Lien Obligations remain outstanding) and (by) with respect to the Notes Second Lien Collateral AgentAgents, the Notes Second Lien Claimholders and the Notes applicable Second Lien Obligations, the date on which there has been a Discharge of Second Lien Obligations, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien payment subordination and Lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders Senior Creditors may continue, at any time and without notice to any Agent the Trustee or any other PersonSubordinated Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting Senior Obligations in reliance hereon. The US Revolving Credit Collateral Agent, on behalf Each of itself the Trustee and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Subordinated Creditor hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Collateral Trustee, the Subordinated Creditor and the Subordinated Obligations, upon the earlier of (A) the date on which the PIK Conversion occurs with regard to all PIK Notes and (B) later of (x) the date upon which the obligations under the Indenture terminate if there are no other Subordinated Obligations outstanding on such date and (y) if there are other Subordinated Obligations outstanding on such date, the date upon which such Subordinated Obligations terminate and (ii) with respect to the Senior Agent, the Revolving Credit Claimholders other Senior Creditors and the Revolving Credit Senior Obligations, on the date of the Discharge of Revolving Credit Senior Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders Senior Creditors under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the Grantors, the ABL Claimholders and the Notes Claimholders upon execution and delivery of this Agreement by the ABL Agent, the Notes Agent and the Grantors party hereto on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit applicable Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effecteffect subject to the rights provided to Prior Lien Claimholders under Section 6.4: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date of on which the Discharge of Revolving Credit Obligations, subject to ABL Obligations has occurred in accordance with the rights terms of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4this Agreement; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of on which the Discharge of Notes Obligations, subject to Obligations has occurred in accordance with the rights terms of the Notes Collateral Agent and the Notes Claimholders under Section 6.4this Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination (as opposed to debt or claim subordination) and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any the Notes Collateral Agent or any other PersonNotes Claimholders, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Revolving Obligations in reliance hereon. The US Revolving Credit Collateral Agent, on behalf Each of itself and the Revolving Credit Claimholders, Collateral Agent and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Agent hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, the Revolving Collateral Agent and the Notes Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for any such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders Claimholders, and the Revolving Credit Obligations, on the date of that the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4Obligations has occurred; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, Obligations on the date of that the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4Obligations has occurred.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination and each of the US Revolving Credit Collateral Agent, the Revolving Credit First Lien Claimholders and the Notes Collateral Agent and the Notes Second Lien Claimholders may continue, at any time and without notice to any Second Lien Collateral Agent or any other PersonSecond Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. The US Revolving Credit Each Second Lien Collateral Agent, on behalf of itself and the Revolving Credit its Related Second Lien Claimholders, and hereby waives any right it may have under applicable law to revoke this Agreement or any of the Notes provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and the Notes its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor Obligor shall include such Grantor Obligor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for any Grantor Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Fixed Assets Claimholders and the Notes Collateral Agent and the Notes Claimholders of any Series may continue, at any time and without notice to any Agent or Fixed Assets Claimholder of any other PersonSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting Fixed Assets Obligations in reliance hereon. The US Revolving Credit Each Representative and each Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other Fixed Assets Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) effect with respect to the US Revolving Credit any Representative or Collateral Agent, the Revolving Credit Claimholders Agent and the Revolving Credit Fixed Assets Claimholders represented by such Representative or Collateral Agent and their Fixed Assets Obligations, on the date on which no Fixed Assets Obligations of such Fixed Assets Claimholders are any longer secured by, or required to be secured by, any of the Discharge Collateral pursuant to the terms of Revolving Credit Obligationsthe applicable Fixed Assets Documents, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Fixed Assets Claimholders under Section 6.42.6; and (b) with respect provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Senior Lien Claimholders may continue, at any time and without notice to any the Junior Lien Collateral Agent or any other PersonJunior Lien Claimholder subject to the Junior Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting Senior Lien Obligations in reliance hereonhereof. The US Revolving Credit Junior Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other Junior Lien Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: effect on the earlier to occur of (ax) with respect to the US Revolving Credit Collateral Agent, date on which there has been a Discharge of Senior Lien Obligations and (y) the Revolving Credit Claimholders and the Revolving Credit date on which there has been a Discharge of Junior Lien Obligations, on in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Fixed Asset Claimholders may continue, at any time and without notice to any Agent or any other PersonCollateral Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Each of the Collateral AgentAgents, on behalf of itself and the Revolving Credit Claimholders or the Fixed Asset Claimholders, and as the Notes Collateral Agent, on behalf of itself and the Notes Claimholderscase may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section Sections 4.4, 5.5 and 6.4; and (b) with respect to the Notes Fixed Asset Collateral AgentAgents, the Notes Fixed Asset Claimholders and the Notes Fixed Asset Obligations, on the date of the Discharge of Notes Fixed Asset Obligations, subject to the rights of the Notes Collateral Agent and the Notes Fixed Asset Claimholders under Section Sections 4.4, 5.5 and 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral AgentClaimholders, the Revolving Credit Claimholders Pari Passu Secured Parties, and the Notes Subordinated Lien Collateral Agent and the Notes Claimholders Subordinated Lien Secured Parties may continue, at any time and without notice to any Agent or any other Personof the others, to extend credit and other financial accommodations and lend monies to or for the benefit of any Borrower or any other Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Borrower or any other Grantor shall include such Borrower or such other Grantor as debtor and debtor-in-possession and any receiver or trustee for any Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:: 844805.3D-Chicago Server 2A - MSW (a) a. with respect to the US Revolving Credit Collateral Agent, Agents and the other Revolving Credit Claimholders and the Revolving Credit Secured Obligations, on the date of the Discharge of Revolving Credit Secured Obligations, subject to the provisions of Section 7.6 and the rights of the US Revolving Credit Collateral Agent Agents and the other Revolving Credit Claimholders under Section 6.4; and8.4; (b) b. with respect to the Notes Collateral Agent, the Notes Claimholders Pari Passu Representatives and the Notes Pari Passu Secured Parties and the Pari Passu Secured Obligations, on the date of the Discharge of Notes Pari Passu Secured Obligations, subject to the provisions of Section 7.6 and the rights of the Pari Passu Representatives and the other Pari Passu Secured Parties under Section 8.4; and c. with respect to the Subordinated Lien Representatives and the other Subordinated Lien Secured Parties and the Subordinated Lien Secured Obligations, on the earlier of (i) the date of the Discharge of Subordinated Lien Secured Obligations, subject to the rights of the Notes Collateral Agent Subordinated Lien Representatives and the Notes Claimholders other Subordinated Lien Secured Parties under Section 6.48.4 and (ii) the date that both of the conditions set forth in clauses (a) and (b) above have occurred.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit subordination. The Second Lien Collateral Agent, the Revolving Credit Claimholders for itself and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other Second Lien Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit First Lien Collateral Agent, the Revolving Credit First Lien Claimholders and the Revolving Credit First Lien Obligations, on upon the date of upon which the Discharge of Revolving Credit ObligationsFirst Lien Obligations are Discharged, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit such First Lien Claimholders under Section 6.4Sections 5.6 and 6.5; and (b) with respect to the Notes Second Lien Collateral Agent, the Notes Second Lien Claimholders and the Notes Second Lien Obligations, on the date of upon which the Discharge of Notes Obligations, Second Lien Obligations are Discharged subject to the rights of the Notes Collateral Agent and the Notes such Second Lien Claimholders under Section 6.4Sections 5.6 and 6.5; provided, however, that in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit subordination. The Second Lien Collateral Agent, the Revolving Credit Claimholders for itself and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other Second Lien Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit 2024 First Lien Collateral Agent, the Revolving Credit 2024 First Lien Claimholders and the Revolving Credit 2024 First Lien Obligations, on upon the date of upon which the Discharge of Revolving Credit Obligations2024 First Lien Obligations are Discharged, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit such 2024 First Lien Claimholders under Section 6.4Sections 5.6 and 6.5; and (b) with respect to the Notes Second Lien Collateral Agent, the Notes Second Lien Claimholders and the Notes Second Lien Obligations, on the date of upon which the Discharge of Notes Obligations, Second Lien Obligations are Discharged subject to the rights of the Notes Collateral Agent and the Notes such Second Lien Claimholders under Section 6.4Sections 5.6 and 6.5; provided, however, that in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any the other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor Obligor constituting Priority Obligations in reliance hereonhereof. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Each Agent hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor Obligor shall include such Grantor Obligor as debtor and debtor-in-possession and any receiver or trustee agent for any Grantor (as the case may be) such Obligor in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit Claimholders ABL Claimholders, and the Revolving Credit ABL Obligations, on the date that the ABL Obligations are paid in full as set forth in the ABL Loan Agreement and all commitments of the Discharge of Revolving Credit Obligations, subject to ABL Lenders under the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4ABL Loan Agreement are terminated; and (b) with respect to the Notes Collateral Term Agent, the Notes Claimholders Term Loan Claimholders, and the Notes Term Loan Obligations, on the date of that the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4Term Loan Obligations are paid in full.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any Agent Second Lien Representative or any other PersonSecond Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor one or more of the Loan Parties constituting First Lien Obligations in reliance hereon. The US Revolving Credit Each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other Second Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to any Grantor Loan Party shall include such Grantor Loan Party as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for any Grantor Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit any First Lien Representative and any First Lien Collateral Agent, the Revolving Credit First Lien Claimholders represented by it and the Revolving Credit their First Lien Obligations, on the date on which the First Lien Obligations of the Discharge of Revolving Credit Obligationssuch First Lien Claimholders are Discharged, subject to the rights of the US Revolving Credit Collateral Agent Sections 5.6 and the Revolving Credit Claimholders under Section 6.46.5; and (b) with respect to the Notes any Second Lien Representative and any Second Lien Collateral Agent, the Notes Second Lien Claimholders represented by it and the Notes their Second Lien Obligations, on the date on which the Second Lien Obligations of the Discharge of Notes Obligationssuch Second Lien Claimholders are Discharged, subject to Sections 5.6 and 6.5; provided, however, that in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the rights date of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Fixed Asset Claimholders may continue, at any time and without notice to any Agent or any other PersonCollateral Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Each of the Collateral AgentAgents, on behalf of itself and the Revolving Credit Claimholders or the Fixed Asset Claimholders, and as the Notes Collateral Agent, on behalf of itself and the Notes Claimholderscase may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law). Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral AgentAgentAgents, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Fixed Asset Collateral Agent, the Notes Fixed Asset Claimholders and the Notes Fixed Asset Obligations, on the date of the Discharge of Notes Fixed Asset Obligations, subject to the rights of the Notes Collateral Agent and the Notes Fixed Asset Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Note Lien Collateral Agent Agent, the Note Lien Representatives and the Notes Note Lien Claimholders may continue, at any time and without notice to any Agent or any other Personof the others, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee Note Lien Collateral Agent for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Note Lien Collateral Agent, the Notes Note Lien Representatives, the Note Lien Claimholders and the Notes Note Lien Obligations, on the date of the Discharge of Notes Note Lien Obligations, subject to the rights of the Notes Note Lien Collateral Agent Agent, the Note Lien Representatives and the Notes Note Lien Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First Lien Secured Parties may continue, at any time and without notice to any the Second Lien Collateral Agent or any other PersonSecond Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor the Grantors constituting First Lien Obligations in reliance hereon. The US Revolving Credit Second Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders First Lien Secured Parties and the Revolving Credit First Lien Obligations, on the date of the Discharge of Revolving Credit First Lien Obligations, subject to Section 5.5 and the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First Lien Secured Parties under Section 6.46.5; and (b) with respect to the Notes Second Lien Collateral Agent, the Notes Claimholders Second Lien Secured Parties and the Notes Second Lien Obligations, on upon the later of (1) the date of upon which the Discharge of Notes Obligationsobligations under the Second Lien Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4date upon which such Second Lien Obligations are paid in full.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, Agents and the other Revolving Credit Claimholders and the Notes Collateral Agent Term Loan Agents and the Notes other Term Loan Claimholders may continue, at any time and without notice to any Agent or any other Personof the others, to extend credit and other financial accommodations and lend monies to or for the benefit of any Borrower or any other Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Borrower or any other Grantor shall include such Borrower or such other Grantor as debtor and debtor-in-possession and any receiver or trustee for any Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, Agents and the other Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the provisions of Section 5.5 and the rights of the US Revolving Credit Collateral Agent Agents and the other Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, Term Loan Agents and the Notes other Term Loan Claimholders and the Notes Term Loan Obligations, on the date of the Discharge of Notes Term Loan Obligations, subject to the provisions of Section 5.5 and the rights of the Notes Collateral Agent Term Loan Agents and the Notes other Term Loan Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Subject to Section 6.4, this Agreement shall become effective when executed and delivered by the parties heretohereto and shall continue to be effective until the earlier to occur of (a) the Discharge of Priming Senior Priority Obligations shall have occurred and no Excess Senior Priority Obligations are then outstanding or (b) the Discharge of Junior Priority Obligations shall have occurred. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Senior Priority Claimholders and the Notes Collateral Agent and the Notes Junior Priority Claimholders may continue, at any time and without notice to any Agent or any other PersonCollateral Agent, to extend credit and other financial accommodations and 29 lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Each of the Collateral AgentAgents, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes applicable Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law). Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination (as opposed to debt or claim subordination) and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Term Loan Agent or any other PersonTerm Loan Claimholders, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Revolving Obligations in reliance hereon. The US Each of Revolving Credit Collateral Agent, on behalf of itself Agent and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Term Loan Agent hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, Revolving Agent and Term Loan Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for any such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders Claimholders, and the Revolving Credit Obligations, on the date of that the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4Obligations has occurred; and (b) with respect to the Notes Collateral Term Loan Agent, the Notes Term Loan Claimholders and the Notes Obligations, Term Loan Obligations on the date of that the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4Term Loan Obligations has occurred.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the Grantors, the ABL Claimholders and the Senior Secured Notes Claimholders upon execution and delivery of this Agreement by the ABL Agent, the Senior Secured Notes Agent and the Grantors party hereto on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral AgentABL Claimholders, the Revolving Credit Senior Secured Notes Claimholders and the Notes Collateral Agent and the Junior Secured Notes Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit applicable Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effecteffect subject to the rights provided to Prior Lien Claimholders under Section 6.4: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date of on which the Discharge of Revolving Credit Obligations, subject to ABL Obligations has occurred in accordance with the rights terms of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; andthis Agreement; (b) with respect to the Senior Secured Notes Collateral Agent, the Senior Secured Notes Claimholders and the Senior Secured Notes Obligations, on the date of on which the Discharge of Senior Secured Notes Obligations has occurred in accordance with the terms of this Agreement; and (c) with respect to the Junior Secured Notes Agent, the Junior Secured Notes Claimholders and the Junior Secured Notes Obligations, subject to the rights date on which the Discharge of Junior Secured Notes Obligations has occurred in accordance with the Notes Collateral Agent and the Notes Claimholders under Section 6.4terms of this Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other PersonSecond Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereonhereof. The US Revolving Credit Second Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include such Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit First Lien Collateral Agent, the Revolving Credit First Lien Claimholders and the Revolving Credit First Lien Obligations, on the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.46.5; and (b) with respect to the Notes Second Lien Collateral Agent, the Notes Second Lien Claimholders and the Notes Second Lien Obligations, on upon the later of (1) the date of upon which the Discharge of Notes Obligationsobligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4date upon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Each Security Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersapplicable Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. . (b) This Agreement shall terminate and be of no further force and effect: (ai) with respect to the US Revolving Credit Collateral ABL Facility Security Agent, the Revolving Credit Claimholders ABL Facility Secured Parties and the Revolving Credit ABL Facility Obligations, on the date of upon the Discharge of Revolving Credit ABL Facility Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders ABL Facility Secured Parties under Section 6.46.17; and (bii) with respect to the Notes Collateral Term Loan Security Agent, the Notes Claimholders Term Loan Secured Parties and the Notes Term Loan Obligations, on the date of upon the Discharge of Notes Term Loan Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders Term Loan Secured Parties under Section 6.46.17.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Fixed Asset Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdings or any Grantor in reliance hereonhereof. The US Revolving Credit Each ABL Collateral Agent and Fixed Asset Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, ABL Claimholders and the Notes Collateral AgentFixed Asset Claimholders represented by it, on behalf of itself and the Notes Claimholdersrespectively, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to Holdings or any other Grantor shall include Holdings or such Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for Holdings or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Term Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereonhereof. The US Revolving Credit Collateral Each of the ABL Agent and Term Agent, on behalf of itself and the Revolving Credit Claimholders, ABL Claimholders and the Notes Collateral AgentTerm Claimholders represented by it, on behalf of itself and the Notes Claimholdersrespectively, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession debtor‑in‑possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit Claimholders ABL Claimholders, the ABL Obligations and the Revolving Credit Excess ABL Obligations, on the date on which the ABL Obligations and the Excess ABL Obligations are no longer secured by, and no longer required to be secured by, any of the Discharge of Revolving Credit ObligationsCollateral, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit such ABL Claimholders under Section 6.4Sections 5.6 and 7.4; and (b) with respect to the Notes Collateral Term Agent, the Notes Claimholders Term Claimholders, the Term Obligations and the Notes Excess Term Obligations, on the date on which the Term Obligations and the Excess Term Obligations are no longer secured by, and no longer required to be secured by, any of the Discharge of Notes ObligationsCollateral, subject to the rights of the Notes Collateral Agent and the Notes such Term Claimholders under Section 6.4Sections 5.6 and 7.4. provided, however, that in each case, such termination shall not relieve any such part of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. . (b) This Agreement shall terminate and be of no further force and effect: (ai) with respect to the US Revolving Credit ABL Collateral Agent, the Revolving Credit Claimholders ABL Secured Parties and the Revolving Credit ABL Obligations, on the date of upon the Discharge of Revolving Credit ABL Obligations, subject to the rights of the US Revolving Credit ABL Secured Parties under Section 6.17; (ii) with respect to the Term Collateral Agent Agent, the Term Secured Parties and the Revolving Credit Claimholders Term Obligations, upon the Discharge of Term Obligations, subject to the rights of the Term Secured Parties under Section 6.46.17; and (biii) with respect to the Notes Collateral Agent, the Notes Claimholders Secured Parties and the Notes Obligations, on the date upon a satisfaction and discharge, legal defeasance or covenant defeasance of the Discharge of Notes Obligations, subject to Indentures and each Additional Junior Lien Agreement in accordance with the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4terms thereof.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First-Lien Creditors may continue, at any time and without notice to any the Second-Lien Collateral Agent or any other PersonSecond-Lien Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdings, a Borrower or any other Grantor constituting First-Lien Obligations in reliance hereon. The US Revolving Credit Second-Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond-Lien Creditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Borrower or any other Grantor shall include Holdings, such Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for Holdings, either Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Collateral AgentSecond-Lien Lenders and the Second-Lien Lender Obligations, upon the Discharge of the Second-Lien Lender Obligations, (ii) with respect to the First-Lien Lenders, the Revolving Credit Claimholders Hedge Creditors and the Revolving Credit First-Lien Lender Obligations, on upon the date of the Discharge of Revolving Credit First-Lien Lender Obligations, (iii) with respect to the Existing Senior Notes Trustee, the Existing Senior Notes Holders and the Existing Senior Notes Obligations, upon the Discharge of Existing Senior Notes Obligations, in each case subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders such Creditors under Section 6.4; and 6.5, (biv) with respect to the Notes Second-Lien Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of upon the Discharge of Notes Obligations, subject the Second-Lien Obligations and (v) with respect to the rights First-Lien Collateral Agent, upon the Discharge of the Notes Collateral Agent and the Notes Claimholders under Section 6.4First-Lien Obligations.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent Trustee, the Term Priority Lien Claimholders and the Notes Subordinated Lien Claimholders may continue, at any time and without notice to any Agent or any other Personof the others, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; (b) with respect to the Collateral Trustee, the date of the Discharge of Term Priority Lien Obligations and the Discharge of Subordinated Lien Obligations, subject to the rights of the Collateral Trustee under Section 6.4; (c) with respect to the Term Priority Lien Claimholders, the date of the Discharge of Term Priority Lien Obligations, subject to the rights of the Term Priority Lien Claimholders under Section 6.4; and (bd) with respect to the Notes Collateral AgentSubordinated Lien Claimholders, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Subordinated Lien Obligations, subject to the rights of the Notes Collateral Agent and the Notes Subordinated Lien Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other PersonSecond Lien Claimholder subject to the Second Lien Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereonhereof. The US Revolving Credit Second Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Subject to the immediately succeeding sentence, this Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit First Lien Collateral Agent, the Revolving Credit First Lien Claimholders and the Revolving Credit First Lien Obligations, on the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.46.5; and (b) with respect to the Notes Second Lien Collateral Agent, the Notes Second Lien Claimholders and the Notes Second Lien Obligations, on upon the later of (1) the date of upon which the obligations under the Second Lien Notes Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate. Notwithstanding the foregoing or anything else in this Agreement to the contrary, to the extent that the Discharge of Notes Obligations, First Lien Obligations has occurred (subject to the rights of the Notes Collateral Agent and the Notes First Lien Claimholders under Section 6.46.5) and no Second Lien Obligations remain outstanding but there remains outstanding Excess First Lien Obligations or Excess Second Lien Obligations, (i) the provisions of this Agreement shall continue in full force and effect until such time as all Excess First Lien Obligations and all Excess Second Lien Obligations have been paid in full in cash, (ii) the Excess First Lien Obligations shall be treated for all purposes hereunder as First Lien Obligations and (iii) the Excess Second Lien Obligations shall be treated for all purposes hereunder as Second Lien Obligations.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the Grantors, the ABL Claimholders and the Term Claimholders upon execution and delivery of this Agreement by the ABL Agent, the Term Agent and the Grantors party hereto on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Term Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit applicable Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code or any other applicable Bankruptcy Law. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effecteffect subject to the rights provided to Prior Lien Claimholders under Section 5.5 and Section 6.4: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date of on which the Discharge of Revolving Credit Obligations, subject to ABL Obligations has occurred in accordance with the rights terms of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4this Agreement; and (b) with respect to the Notes Collateral each Term Agent, the Notes Term Claimholders and the Notes Term Obligations, on the date of on which the Discharge of Notes Obligations, subject Term Obligations with respect to the rights applicable series of Term Obligations has occurred in accordance with the Notes Collateral Agent and the Notes Claimholders under Section 6.4terms of this Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination in respect of the Collateral and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First Lien Holder may continue, at any time and without notice to any the Second Lien Agent or any other PersonSecond Lien Noteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Grantor constituting First Lien Principal Obligations up to but not exceeding the First Lien Cap in reliance hereonhereof. The US Revolving Credit Collateral Second Lien Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes ClaimholdersSecond Lien Noteholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders First Lien Holder and the Revolving Credit First Lien Obligations, on upon the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First Lien Holder under Section 6.46.6; and (b) with respect to the Notes Collateral Second Lien Agent, the Notes Claimholders Second Lien Noteholders and the Notes Second Lien Obligations, on upon the later of (1) the date of upon which the Discharge of Notes Obligationsobligations under the Second Lien Note Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4date upon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination on the Term Loan Priority Collateral and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Term Loan Claimholders may continue, at any time and without notice to any the Pari Passu Collateral Agent or any other PersonABL Claimholder subject to the ABL Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other New Grantor constituting Term Loan Obligations in reliance hereonhereof. The US Revolving Credit Pari Passu Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other ABL Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation ProceedingProceeding of any New Grantor. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to any New Grantor shall include such New Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for any other New Grantor (as the case may be) in any Insolvency or Liquidation ProceedingProceeding of any New Grantor. This Agreement shall terminate and be of no further force and effect: effect on the earlier to occur of (ax) with respect to the US Revolving Credit Collateral Agent, date on which there has been a Discharge of Term Loan Obligations and (y) the Revolving Credit Claimholders and the Revolving Credit date on which there has been a Discharge of ABL Obligations, on in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of termination; provided, further, that the provisions of Section 9 hereof shall continue until a Discharge of Revolving Credit ABL Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other PersonSecond Lien Claimholder subject to the Second Lien Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First Lien Obligations in reliance hereonhereof. The US Revolving Credit Second Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company, any Borrower or any other Grantor shall include the Company, such Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for either Issuer, any Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit First Lien Collateral Agent, the Revolving Credit First Lien Claimholders and the Revolving Credit First Lien Obligations, on the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.46.5; and (b) with respect to the Notes Second Lien Collateral Agent, the Notes Second Lien Claimholders and the Notes Second Lien Obligations, on upon the later of (1) the date of upon which the Discharge of Notes Obligationsobligations under the Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4date upon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit First Lien Claimholders and the Notes Collateral Agent and the Notes Claimholders of any Series may continue, at any time and without notice to any Agent or First Lien Claimholder of any other PersonSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon. The US Revolving Credit Each Representative and each Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other First Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) effect with respect to the US Revolving Credit any Representative or Collateral Agent, the Revolving Credit Claimholders Agent and the Revolving Credit First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which there has been a Discharge of the Discharge Series of Revolving Credit ObligationsFirst Lien Obligations in respect thereof, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.42.06; and (b) with respect provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders Specified Senior Creditors may continue, at any time and without notice to any Agent or any other Personthe Specified Subordinated Creditors, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdings, the Borrower or any other Grantor constituting Specified Senior Obligations in reliance hereon. The US Revolving Credit Collateral AgentEach Specified Subordinated Creditor hereby agrees that it will not attempt, on behalf directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of itself and the Revolving Credit Claimholdersany provision of this Agreement, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to Holdings, the Borrower or any other Grantor shall include Holdings, the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for Holdings, the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Collateral Agentholders of the Second Subordinated Notes, upon Discharge of Second Subordinated Notes, (ii) with respect to the Revolving Credit Claimholders holders of the First Subordinated Notes, upon Discharge of First Subordinated Notes, (iii) with respect to CHG and the Revolving Credit other Junior Creditors, upon Discharge of the CHG Lease Obligations and (iv) with respect to the Senior Agent and the other Senior Facilities Creditors, upon Discharge of Senior Facilities Obligations, on the date of the Discharge of Revolving Credit Obligationsin each case, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders Specified Senior Creditors under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.49.5 hereof.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Note Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereonhereof. The US Revolving Credit Collateral Each of ABL Agent and Note Security Agent, on behalf of itself and the Revolving Credit Claimholders, ABL Claimholders and the Notes Collateral AgentNote Claimholders represented by it, on behalf of itself and the Notes Claimholdersrespectively, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit Claimholders ABL Claimholders, the ABL Obligations and the Revolving Credit Excess ABL Obligations, on the date on which the ABL Obligations and the Excess ABL Obligations are no longer secured by, and no longer required to be secured by, any of the Discharge of Revolving Credit ObligationsCollateral, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit such ABL Claimholders under Section 6.4Sections 5.6 and 7.4; and (b) with respect to the Notes Collateral Note Security Agent, the Notes Claimholders Note Claimholders, the Note Obligations and the Notes Excess Note Obligations, on the date on which the Note Obligations and the Excess Note Obligations are no longer secured by, and no longer required to be secured by, any of the Discharge of Notes ObligationsCollateral, subject to the rights of the Notes Collateral Agent and the Notes such Note Claimholders under Section 6.4Sections 5.6 and 7.4. provided, however, that in each case, such termination shall not relieve any such part of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the Grantors, the ABL Claimholders and the Term Claimholders upon execution and delivery of this Agreement by the Existing ABL Agent, the DIP ABL Agent, the Existing Term Agent, the DIP Term Agent, the Specified Mexico Collateral Agent and the Grantors party hereto on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Term Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit applicable Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a "subordination agreement" within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effecteffect subject to the rights provided to Prior Lien Claimholders under Section 6.4: (a) with respect to the US Revolving Credit Collateral AgentABL Agents, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date of on which the Discharge of Revolving Credit Obligations, subject to ABL Obligations has occurred in accordance with the rights terms of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4this Agreement; and (b) with respect to the Notes Collateral AgentTerm Agents, the Notes Term Claimholders and the Notes Term Obligations, on the date of on which the Discharge of Notes Obligations, subject to Term Obligations has occurred in accordance with the rights terms of the Notes Collateral Agent and the Notes Claimholders under Section 6.4this Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any Agent Second Lien Representative or any other PersonSecond Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon. The US Revolving Credit Each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other Second Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit any First Lien Representative and any First Lien Collateral Agent, the Revolving Credit First Lien Claimholders represented by it and the Revolving Credit their First Lien Obligations, on the date on which the First Lien Obligations of the Discharge of Revolving Credit Obligationssuch First Lien Claimholders are Discharged, subject to the rights of the US Revolving Credit Collateral Agent Sections 5.6 and the Revolving Credit Claimholders under Section 6.46.5; and (b) with respect to the Notes any Second Lien Representative and any Second Lien Collateral Agent, the Notes Second Lien Claimholders represented by it and the Notes their Second Lien Obligations, on the date on which the Second Lien Obligations of the Discharge of Notes Obligationssuch Second Lien Claimholders are Discharged, subject to Sections 5.6 and 6.5; provided, however, that in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the rights date of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Term Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereonhereof. The US Revolving Credit Collateral ABL Agent and Term Agent, on behalf of itself and the Revolving Credit Claimholders, ABL Claimholders and the Notes Collateral AgentTerm Claimholders represented by it, on behalf of itself and the Notes Claimholdersrespectively, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession debtor‑in‑possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date on which the ABL Obligations are no longer secured by, and no longer required to be secured by, any of the Discharge of Revolving Credit ObligationsCollateral, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit such ABL Claimholders under Section 6.4Sections 5.6 and 7.4; and (b) with respect to the Notes Collateral Term Agent, the Notes Term Claimholders and the Notes Term Obligations, on the date on which the Term Obligations are no longer secured by, and no longer required to be secured by, any of the Discharge of Notes ObligationsCollateral, subject to the rights of the Notes Collateral Agent and the Notes such Term Claimholders under Section 6.4Sections 5.6 and 7.4. 52 provided, however, that in each case, such termination shall not relieve any such part of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination and each of the US Revolving Credit Collateral Agent, the Revolving Credit First Lien Claimholders and the Notes Collateral Agent and the Notes Second Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other PersonSecond Lien Claimholder or the First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. The US Revolving Credit Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and the Revolving Credit its Related Second Lien Claimholders, and hereby waives any right it may have under applicable law to revoke this Agreement or any of the Notes provisions of this Agreement. Each First Lien Collateral Agent, and each First Lien Representative on behalf of itself and the Notes its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor Obligor shall include such Grantor Obligor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for any Grantor Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agentany First Lien Representative, the Revolving Credit other First Lien Claimholders and the Revolving Credit ObligationsFirst Lien Obligations of any Series, on the date of upon the Discharge of Revolving Credit such Series of First Lien Obligations, subject to Section 5.6 and the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders of such Series under Section 6.46.5; and (b) with respect to the Notes Collateral Agentany Second Lien Representative, the Notes other Second Lien Claimholders and the Notes Second Lien Obligations of any Series, upon the Discharge of such Series of Second Lien Obligations. Notwithstanding the foregoing, on such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders First-Lien Creditors may continue, at any time and without notice to any the Second-Lien Collateral Agent or any other PersonSecond-Lien Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting First-Lien Obligations in reliance hereon. The US Revolving Credit Each First-Lien and Second-Lien Collateral Agent, on behalf of itself and the Revolving Credit ClaimholdersFirst-Lien and Second-Lien Creditors, respectively, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: , (ai) with respect to the US Revolving Credit Second-Lien Collateral Agent, the Revolving Credit Claimholders other Second-Lien Creditors and the Revolving Credit Second-Lien Obligations, on the date of the Discharge of Revolving Credit Second-Lien Obligations and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders First-Lien Creditors under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.46.5 hereof.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Each Security Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersapplicable Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. . (b) This Agreement shall terminate and be of no further force and effect: (ai) with respect to the US Revolving Credit Collateral Facility Security Agent, the Revolving Credit Claimholders Facility Secured Parties and the Revolving Credit Facility Obligations, on the date of upon the Discharge of Revolving Credit Facility Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders Facility Secured Parties under Section 6.46.17; and (bii) with respect to the Notes Collateral Term Loan Security Agent, the Notes Claimholders Term Loan Secured Parties and the Notes Term Loan Obligations, on the date of upon the Discharge of Notes Term Loan Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders Term Loan Secured Parties under Section 6.46.17.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective as of the date hereof when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding; without limiting the generality of the foregoing, the provisions of this Agreement are intended to be and shall be enforceable as a “subordination agreement” under Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. . (b) This Agreement shall terminate and be of no further force and effect: (ai) with respect to the US Revolving Credit ABL Collateral Agent, the Revolving Credit Claimholders ABL Secured Parties and the Revolving Credit ABL Obligations, on the date of upon the Discharge of Revolving Credit ABL Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders ABL Secured Parties under Section 6.48.17; and (bii) with respect to the Notes Term Collateral Agent, the Notes Claimholders Term Secured Parties and the Notes Term Obligations, on the date of upon the Discharge of Notes Term Obligations, subject to the rights of the Notes Collateral Agent Term Secured Parties under Section 8.17; and (iii) with respect to any Additional Pari Term Debt Agent, any Additional Pari Term Debt Secured Parties and the Notes Claimholders Additional Pari Term Debt Obligations, upon the Discharge of Additional Pari Term Debt Obligations, subject to the rights of the Additional Pari Term Debt Secured Parties under Section 6.4.8.17

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Notes Fixed Asset Claimholders may continue, at any time and without notice to any Agent or any other PersonCollateral Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Each of the Collateral AgentAgents, on behalf of itself and the Revolving Credit ABL Claimholders or the Fixed Asset Claimholders, and as the Notes Collateral Agent, on behalf of itself and the Notes Claimholderscase may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit ABL Collateral Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ObligationsABL Obligations has occurred, on the date of the Discharge of Revolving Credit ObligationsABL Obligations has occurred, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit ABL Claimholders under Section 6.46.04; and (b) with respect to the Notes Fixed Asset Collateral AgentAgents, the Notes Fixed Asset Claimholders and the Notes Fixed Asset Obligations, on the date of the Discharge of Notes ObligationsFixed Asset Obligations has occurred, subject to the rights of the Notes Collateral Agent and the Notes Fixed Asset Claimholders under Section 6.46.04; provided that, subject to Section 5.05, if a Refinancing of any ABL Obligations or Fixed Asset Obligations, as the case may be, is entered into following such termination, (i) in the case of a Refinancing of any Fixed Asset Obligations, the ABL Collateral Agent on behalf of the ABL Claimholders and the ABL Obligations, and (ii) in the case of a Refinancing of any ABL Obligations, the Fixed Asset Collateral Agents on behalf of the Fixed Asset Claimholders and the Fixed Asset Obligations, agree to, upon the request of any Grantor, restore this Agreement on the terms and conditions set forth herein.

Effectiveness; Continuing Nature of this Agreement; Severability. This Subject to Section 6.4, this Agreement shall become effective when executed and delivered by the parties heretohereto and shall continue to be effective until the earlier to occur of (a) the Discharge of Priming Senior Priority Obligations shall have occurred and no Excess Senior Priority Obligations are then outstanding or (b) the Discharge of Junior Priority Obligations shall have occurred. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Senior Priority Claimholders and the Notes Collateral Agent and the Notes Junior Priority Claimholders may continue, at any time and without notice to any Agent or any other PersonCollateral Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Each of the Collateral AgentAgents, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes applicable Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law). Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other PersonSecond Lien Claimholder subject to the Second Lien Note Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of Parent, the Company or any Grantor constituting First Lien Obligations in reliance hereonhereof. The US Revolving Credit Second Lien Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to Parent, the Company or any other Grantor shall include such Parent, such Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for Parent, the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit First Lien Collateral Agent, the Revolving Credit First Lien Claimholders and the Revolving Credit First Lien Obligations, on the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.46.5; and (b) with respect to the Notes Second Lien Collateral Agent, the Notes Second Lien Claimholders and the Notes Second Lien Obligations, on upon the later of (1) the date of upon which the Discharge of Notes Obligationsobligations under the Senior Secured Note Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4date upon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral AgentClaimholders, the Revolving Credit Term Loan Claimholders and the Notes Collateral Agent and the Notes Additional Pari Passu Claimholders may continue, at any time and without notice to any Agent or any other PersonAgent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral AgentTerm Loan Claimholders or the Additional Pari Passu Claimholders, on behalf of itself and as the Notes Claimholderscase may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any during and after the commencement of an Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Facility Collateral Agent, the Revolving Credit Facility Administrative Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the provisions of Section 5.5 and the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section Sections 4.4 and 6.4; and; (b) with respect to the Notes Term Loan Collateral Agent, the Notes Term Loan Administrative Agent, the Term Loan Claimholders and the Notes Term Loan Obligations, on the date of the Discharge of Notes Term Loan Obligations, subject to the provisions of Section 5.5 and the rights of the Notes Collateral Agent Term Loan Claimholders under Sections 4.4 and 6.4; and (c) with respect to each applicable Additional Pari Passu Debt Representative, the Additional Pari Passu Claimholders of any Series and any Additional Pari Passu Obligations relating to such Series, on the date of the Discharge of Additional Pari Passu Obligations with respect to such Series only, subject to the provisions of Section 5.5 and the Notes rights of the Additional Pari Passu Claimholders under Section Sections 4.4 and 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Agent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Each Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersapplicable Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. . (b) This Agreement shall terminate and be of no further force and effect: (ai) with respect to the US Revolving Credit ABL Facility Collateral Agent, the Revolving Credit Claimholders ABL Facility Secured Parties and the Revolving Credit ABL Facility Obligations, on the date of upon the Discharge of Revolving Credit ABL Facility Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders ABL Facility Secured Parties under Section 6.4; and8.17; (bii) with respect to the Notes Term Loan Collateral Agent, the Notes Claimholders Term Loan Secured Parties and the Notes Term Loan Obligations, on the date of upon the Discharge of Notes Term Loan Obligations, subject to the rights of the Notes Term Loan Secured Parties under Section 8.17; and (iii) with respect to the Junior Priority Collateral Agent Agents, the Junior Priority Secured Parties and the Notes Claimholders Junior Priority Obligations, upon the Discharge of Junior Priority Obligations, subject to the rights of the Junior Priority Secured Parties under Section 6.48.17.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the ABL Claimholders and the Senior Secured Notes Claimholders upon execution and delivery of this Agreement by the ABL Agent and the Senior Secured Notes Agent on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the US Revolving Credit Collateral Agent, the Revolving Credit ABL Claimholders and the Notes Collateral Agent and the Senior Secured Notes Claimholders may continue, at any time and without notice to any other Agent or any other PersonClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Collateral AgentEach of the Agents, on behalf of itself and the Revolving Credit applicable Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholdersas applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effecteffect subject to the rights provided to Prior Lien Claimholders under Section 6.4: (a) with respect to the US Revolving Credit Collateral ABL Agent, the Revolving Credit ABL Claimholders and the Revolving Credit ABL Obligations, on the date of on which the Discharge of Revolving Credit Obligations, subject to ABL Obligations has occurred in accordance with the rights terms of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4this Agreement; and (b) with respect to the Senior Secured Notes Collateral Agent, the Senior Secured Notes Claimholders and the Senior Secured Notes Obligations, on the date of on which the Discharge of Senior Secured Notes Obligations, subject to Obligations has occurred in accordance with the rights terms of the Notes Collateral Agent and the Notes Claimholders under Section 6.4this Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit First Lien Claimholders and the Notes Collateral Agent and the Notes Claimholders of any Series may continue, at any time and without notice to any Agent or First Lien Claimholder of any other PersonSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon. The US Revolving Credit Each Representative and each Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholderseach other First Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) effect with respect to the US Revolving Credit any Representative or Collateral Agent, the Revolving Credit Claimholders Agent and the Revolving Credit First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date of the on which there has been a Discharge of Revolving Credit such Series of First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.42.06; and (b) with respect provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations, on the date of the Discharge of Notes Obligations, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes First Lien Claimholders may continue, at any time and without notice to any Agent the Second Lien Agents or any other PersonSecond Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor grantor constituting First Lien Obligations in reliance hereonhereof. The US Revolving Credit Collateral AgentSecond Lien Agents, on behalf of itself themselves and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Second Lien Claimholders, hereby waives waive any right it they may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any Grantor other grantor shall include the Company or such Grantor grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any Grantor other grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the US Revolving Credit Collateral AgentFirst Lien Agents, the Revolving Credit First Lien Claimholders and the Revolving Credit First Lien Obligations, on the date of the Discharge of Revolving Credit First Lien Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit First Lien Claimholders under Section 6.45.5; and (b) with respect to the Notes Collateral AgentSecond Lien Agents, the Notes Second Lien Claimholders and the Notes Second Lien Obligations, on upon the later of (1) the date of upon which the Discharge of Notes Obligationsobligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, subject to the rights of the Notes Collateral Agent and the Notes Claimholders under Section 6.4date upon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Fixed Asset Claimholders may continue, at any time and without notice to any Agent or any other PersonCollateral Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. The US Revolving Credit Each of the Collateral AgentAgents, on behalf of itself and the Revolving Credit Claimholders or the Fixed Asset Claimholders, and as the Notes Collateral Agent, on behalf of itself and the Notes Claimholderscase may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) : with respect to the US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders under Section 6.4; and (b) and with respect to the Notes Fixed Asset Collateral AgentAgents, the Notes Fixed Asset Claimholders and the Notes Fixed Asset Obligations, on the date of the Discharge of Notes Fixed Asset Obligations, subject to the rights of the Notes Collateral Agent and the Notes Fixed Asset Claimholders under Section 6.4.