Common use of Relative Priorities Clause in Contracts

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, or any other applicable Law or the Senior Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that (a) any Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

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

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Second Priority Obligations granted on the Junior Collateral or of any Liens securing the First Priority Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Second Priority Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior First Priority Obligations or the Junior Lien Second Priority Obligations or any other circumstance whatsoever, each Junior Secured Party the Second Priority Agent, on behalf of itself and the Second Priority Creditors, hereby agrees that that: (a) so long as the Discharge of First Priority Obligations has not occurred, any Lien on the Junior Collateral securing any Senior First Priority Obligations now or hereafter held by or on behalf of the First Priority Agent or any Senior Secured Party First Priority Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Second Priority Obligations, ; and (b) so long as the Discharge of First Priority Obligations has not occurred, any Lien on the Junior Collateral securing any Junior Lien Second Priority Obligations now or hereafter held by or on behalf of the Second Priority Agent, any Junior Lender or Junior Lien Representative (or Second Priority Creditors, any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Priority Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Priority Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Priority Obligations for all purposes, whether or not such Liens securing any First Priority Obligations are subordinated to any Lien securing any other obligation of all the Borrowers, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection (if any) of any Liens securing the Senior First Priority Obligations or Junior Lien Second Priority Obligations granted on the Junior Pari Passu Collateral Accounts, (ii) the validity or enforceability of the security interests and notwithstanding Liens granted in favor of the Collateral Agent, any First Priority Creditor or any Second Priority Creditor on the Pari Passu Collateral Accounts, (iii) the date on which any First Priority Obligations or Second Priority Obligations are extended, (iv) any provision of the UCC, UCC or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the Senior relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any First Priority Loan Documents Document or any Second Priority Loan Document (other than this Agreement), (vi) the Junior Lien Documentspossession or control by the Collateral Agent, any First Priority Creditor or whether any Senior Secured Party Second Priority Creditor or Junior Secured Party holds possession any bailee of all or any part of any Pari Passu Collateral Accounts as of the Junior Collateraldate hereof or otherwise, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or (vii) any other circumstance whatsoever, each Junior Secured Party agrees the First Priority Agent, on behalf of itself and the First Priority Creditors, and the Second Priority Agent, on behalf of itself and the Second Priority Creditors, hereby agree that (a) any Lien on the Junior Pari Passu Collateral Accounts securing any Senior First Priority Obligations or Second Priority Obligations now or hereafter held by or on behalf of the Collateral Agent, any Senior Secured Party First Priority Creditor or any Second Priority Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Partiesrespects.

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

Relative Priorities. (a) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens Lien on any Shared Collateral securing the Senior Obligations or Junior any Pari Passu Lien Obligations granted on the Junior Collateral Obligation, and notwithstanding any provision of the UCCUniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.01(b) and Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured Parties, agrees that Liens on any Shared Collateral securing Pari Passu Lien Obligations of any Class shall be of equal priority. (b) Each Collateral Agent, for itself and on behalf of its Related Secured Parties, agrees that, notwithstanding (x) any provision of any Secured Credit Document to the contrary (but subject to Section 2.02) and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Shared Collateral securing any Pari Passu Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable Law or the Senior Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all law or any part of the Junior CollateralSecured Credit Document, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoeverwhatsoever (but, in each Junior case, subject to Section 2.02), if an Event of Default has occurred and is continuing and (i) such Collateral Agent or any of its Related Secured Party agrees that Parties takes any action to enforce rights or exercise remedies in respect of any Shared Collateral (aincluding any such action referred to in Section 3.01(a)), (ii) any Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf distribution is made in respect of any Senior Secured Party Shared Collateral in any Insolvency or Liquidation Proceeding of the Borrower or any agent other Grantor or trustee therefor(iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), regardless then the proceeds of how acquiredany sale, whether collection or other liquidation of any Shared Collateral obtained by grantsuch Collateral Agent or any of its Related Secured Parties on account of such enforcement of rights or exercise of remedies, possessionand any such distributions or payments received by such Collateral Agent or any of its Related Secured Parties (all such proceeds, statute, operation of law, subrogation or otherwisedistributions and payments being collectively referred to as “Proceeds”), shall be senior applied as follows: (i) FIRST, to the payment of all amounts owing to and all costs and expenses incurred by any Collateral Agent, the Credit Agreement Administrative Agent and the Initial Additional Pari Passu Lien Collateral Agent (in their capacities as such), pursuant to the terms of any Secured Credit Document or in connection with any enforcement of rights or exercise of remedies pursuant thereto, including all respects court costs and prior the reasonable fees and expenses of agents and legal counsel and, in each case, including all costs and expenses incurred in enforcing its rights to any obtain such payment; (ii) SECOND, subject to Section 2.02 to the payment in full of all Pari Passu Lien Obligations of each Class secured by a Lien on such Shared Collateral at the Junior Collateral securing any Junior time due and payable (the amounts so applied to be distributed, as among such Classes of Pari Passu Lien Obligations, (b) any ratably in accordance with the amounts of the Pari Passu Lien Obligations of each such Class on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless date of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.such application); and

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Party Parties, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior First Lien Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior of the Second Lien Obligations, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise; and (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Secured Parties or any other agent or trustee therefore) therefor regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Borrowers, any other Loan Party or any other Person. The Second Lien Collateral Agent for itself and interests on behalf of the Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as security for the First Lien Obligations shall be and remain senior in all other Junior Secured Partiesrespects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, a fraudulent conveyance or legally or otherwise deficient in any manner.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Subordinated Lien Obligations granted on the Junior Collateral or of any Liens securing the Super Senior Obligations granted on the Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Subordinated Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Super Senior Obligations Obligations, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Junior Lien Obligations Company or any other circumstance whatsoeverGrantor, the Subordinated Lien Collateral Agent, for itself and on behalf of each Junior Secured Party other Subordinated Lien Claimholder, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Super Senior Obligations now or hereafter held by or on behalf of the Super Senior Collateral Agent or any Super Senior Secured Party Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant▇▇▇▇▇, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Subordinated Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Subordinated Lien Obligations now or hereafter held by or on behalf of the Subordinated Lien Collateral Agent, any Junior Lender or Junior Subordinated Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant▇▇▇▇▇, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Super Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien ABL Facility Obligations granted on the Junior Collateral or of any Liens securing the Term Loan Obligations granted on the Collateral, (ii) the validity or enforceability of the security interests and notwithstanding Liens granted in favor of any Collateral Agent or any Secured Party on the Collateral, (iii) the date on which any ABL Facility Obligations or Term Loan Obligations are extended, (iv) any provision of the UCC, UCC or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the Senior relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Facility Document or any Term Loan Documents Document (other than this Agreement), (vi) the possession or the Junior Lien Documents, control by any Collateral Agent or whether any Senior Secured Party or Junior Secured Party holds possession any bailee of all or any part of any Collateral as of the Junior Collateraldate hereof or otherwise, (vii) any failure by any Collateral Agent or any defect Secured Party to perfect its security interests in the Collateral or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or (viii) any other circumstance whatsoever, each Junior Collateral Agent, on behalf of itself and its respective Secured Party Parties, hereby agrees that that: (aA) any Lien on the Junior Term Loan Priority Collateral securing any Senior Term Loan Priority Obligations now or hereafter held by or on behalf of any Senior the Term Loan Collateral Agent or the other Term Loan Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Term Loan Priority Collateral securing any Junior Lien of the ABL Facility Obligations, ; (bB) any Lien on the Junior Term Loan Priority Collateral securing any Junior Lien of the ABL Facility Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of the ABL Facility Collateral Agent or any other ABL Facility Secured Parties or any agent or trustee thereforetherefor, regardless of how acquired, whether by grant, possession, statute, operation of law or court order, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Priority Obligations; (C) any Lien on the ABL Facility Priority Collateral securing any ABL Facility Priority Obligations now or hereafter held by or on behalf of the ABL Facility Collateral Agent or any other ABL Facility Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, in each case, shall be senior in all respects and prior to any Lien on the ABL Facility Priority Collateral securing any Term Loan Obligations; and (xD) any Lien on the ABL Facility Priority Collateral securing any Term Loan Obligations, now or hereafter held by or on behalf of the Term Loan Collateral Agent or any other Term Loan Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law or court order, subrogation or otherwise, in each case, shall be junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior ABL Facility Priority Collateral securing any Senior ABL Facility Priority Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection (if any) of any Liens securing the Senior Term Obligations or Junior Lien the Notes Obligations granted on the Junior ABL Priority Collateral or of any Liens securing the ABL Obligations granted on the ABL Priority Collateral, (ii) the validity or enforceability of the security interests and notwithstanding Liens granted in favor of any Collateral Agent or any Secured Party on the ABL Priority Collateral, (iii) the date on which any ABL Obligations, Term Obligations or Notes Obligations are extended, (iv) any provision of the UCC, UCC or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the Senior Loan Documents relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Document, any Term Document or any Notes Document (other than this Agreement), (vi) the Junior Lien Documents, possession or whether control by any Senior Collateral Agent or any Secured Party or Junior Secured Party holds possession any bailee of all or any part of any ABL Priority Collateral as of the Junior Collateraldate hereof or otherwise, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or (vii) any other circumstance whatsoever, each Junior the Term Collateral Agent, on behalf of itself and the Term Secured Party agrees that Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, hereby agree that: (ai) any Lien on the Junior ABL Priority Collateral securing any Senior ABL Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any Senior ABL Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to (x) any Lien on the ABL Priority Collateral securing any of the Term Obligations and (y) any Lien on the ABL Priority Collateral securing any of the Notes Obligations; (ii) any Lien on the ABL Priority Collateral now or hereafter held by or on behalf of the Term Collateral Agent, any Term Secured Parties, the Notes Collateral Agent, any Notes Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any ABL Obligations; (iii) any Lien on the ABL Priority Collateral securing any Term Obligations now or hereafter held by or on behalf of the Term Collateral Agent or any Term Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Junior Lien of the Notes Obligations, ; and (biv) any Lien on the Junior ABL Priority Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Notes Collateral Agent, any Junior Lender or Junior Lien Representative (Notes Secured Party or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior ABL Priority Collateral securing any Senior Term Obligations, . All Liens on the ABL Priority Collateral securing any ABL Obligations shall be and remain senior in each case as provided in this Agreement all respects and prior to all Liens on the ABL Priority Collateral securing (x) any Term Obligations and (y) equal any Notes Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. All Liens on the ABL Priority Collateral securing any Term Obligations shall be and ratable remain senior in all respects with and prior to all Liens on the rights and interests ABL Priority Collateral securing any Notes Obligations for all purposes, whether or not such Liens securing any Term Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

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

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing granted to First Lien Agent or the Senior Obligations First Lien Secured Parties or Junior Second Lien Obligations granted on the Junior Collateral Agent or any Second Lien Secured Party and notwithstanding any provision of the UCC, or any other applicable Law law or any provisions of the Senior Loan First Lien Documents or the Junior Second Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations Documents or any other circumstance whatsoever, each Junior Secured Party agrees that : (a) Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties for whom it is acting as agent, hereby agrees that: (A) any Lien on the Junior Collateral securing any Senior Obligations the First Lien Debt now or hereafter held by or for the benefit or on behalf of any Senior First Lien Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Collateral securing the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Second Lien Secured Party or any agent or trustee therefor, ; and (B) any Lien (if any) on the Collateral securing any of the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Second Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Debt. (b) All Liens on the Collateral securing any First Lien Debt shall be and remain senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior ObligationsSecond Lien Debt for all purposes, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests whether or not such Liens securing any First Lien Debt are subordinated to any Lien securing any other obligation of all any Grantor or any other Junior Secured PartiesPerson.

Relative Priorities. (a) Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection (if any) of any Liens in the ABL Collateral securing the Senior Obligations Term Loan Debt or Junior of any Liens in the ABL Collateral securing the ABL Debt (including, in each case, notwithstanding whether any such Lien Obligations is granted on (or secures Debt relating to the Junior Collateral period) before or after the commencement of any Insolvency Proceeding) with respect to an ABL Grantor and notwithstanding any contrary provision of the UCC, UCC or any other applicable Law or law, the Senior Term Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, ABL Documents or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations ABL Debt, or any other circumstance whatsoever, each Junior Secured Party agrees that ABL Agent and Term Loan Agent hereby agree that: (ai) any Lien on with respect to the Junior ABL Collateral securing any Senior Obligations ABL Priority Debt, whether such Lien is now or hereafter held by or on behalf of of, or created for the benefit of, ABL Agent or any Senior Secured Party other ABL Claimholder or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be senior in all respects and prior to any Lien on with respect to the Junior ABL Collateral securing (A) any Term Loan Debt or (B) any Excess ABL Debt; (ii) any Lien with respect to the ABL Collateral securing any Junior Term Loan Priority Debt, whether such Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations is now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of, or created for the benefit of, Term Loan Agent or any other Term Loan Claimholder or any agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be (xA) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on with respect to the Junior ABL Collateral securing any Senior ObligationsABL Priority Debt and (B) senior in all respects and prior to any Lien with respect to the ABL Collateral securing (1) any Excess ABL Debt or (2) any Excess Term Loan Debt; (iii) any Lien with respect to the ABL Collateral securing any Excess ABL Debt, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, ABL Agent or any other ABL Claimholder or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation, or otherwise, shall be (A) junior and subordinate in all respects to all Liens with respect to the ABL Collateral securing (1) any ABL Priority Debt or (2) any Term Loan Priority Debt and (B) be senior in all respects and prior to any Lien with respect to the ABL Collateral securing any Excess Term Loan Debt; and (iv) any Lien with respect to the ABL Collateral securing any Excess Term Loan Debt, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, Term Loan Agent or any other Term Loan Claimholder or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation, or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the ABL Collateral securing (A) any ABL Priority Debt, (B) any Term Loan Priority Debt, or (C) any Excess ABL Debt. (b) All Liens with respect to the ABL Collateral securing any ABL Priority Debt shall be and remain senior in all respects and prior to all Liens with respect to the ABL Collateral securing any Term Loan Debt or any Excess ABL Debt, in each case as provided in this case, for all purposes, whether or not such Liens securing any ABL Priority Debt are subordinated to any Lien securing any other obligation of any ABL Grantor or any other person (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit Agreement and (y) equal the Term Loan Credit Agreement, or as contemplated in Section 6.2). All Liens with respect to the ABL Collateral securing any Term Loan Priority Debt shall be and ratable remain senior in all respects and prior to all Liens with respect to the rights ABL Collateral securing any Excess ABL Debt or any Excess Term Loan Debt, in each case, for all purposes, whether or not such Liens securing any Term Loan Priority Debt are subordinated to any Lien securing any other obligation of any Term Loan Grantor or any other person (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit Agreement and interests the Term Loan Credit Agreement, or as contemplated in Section 6.2). All Liens with respect to the ABL Collateral securing any Excess ABL Debt shall be and remain senior in all respects and prior to all Liens with respect to the ABL Collateral securing any Excess Term Loan Debt for all purposes, whether or not such Liens securing any Excess ABL Debt are subordinated to any Lien securing any other obligation of all any ABL Grantor or any other Junior Secured Partiesperson (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit Agreement and the Term Loan Credit Agreement, or as contemplated in Section 6.2).

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

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection (if any) of any Liens securing the Senior ABL Obligations or Junior Lien the Notes Obligations granted on the Junior TL Priority Collateral or of any Liens securing the Term Obligations granted on the TL Priority Collateral, (ii) the validity or enforceability of the security interests and notwithstanding Liens granted in favor of any Collateral Agent or any Secured Party on the TL Priority Collateral, (iii) the date on which any ABL Obligations, Term Obligations or Notes Obligations is extended, (iv) any provision of the UCC, UCC or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the Senior Loan Documents relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Document, any Term Document or any Notes Document (other than this Agreement), (vi) the Junior Lien Documents, possession or whether control by any Senior Collateral Agent or any Secured Party or Junior Secured Party holds possession any bailee of all or any part of any TL Priority Collateral as of the Junior Collateraldate hereof or otherwise, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or (vii) any other circumstance whatsoever, each Junior the ABL Collateral Agent, on behalf of itself and the ABL Secured Party agrees that Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties hereby agree that: (ai) any Lien on the Junior TL Priority Collateral securing any Senior Term Obligations now or hereafter held by or on behalf of the Term Collateral Agent or any Senior Term Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to (x) any Lien on the TL Priority Collateral securing any of the ABL Obligations and (y) any Lien on the TL Priority Collateral securing any of the Notes Obligations; (ii) any Lien on the TL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent, any ABL Secured Parties, the Notes Collateral Agent, any Notes Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the TL Priority Collateral securing any Term Obligations; (iii) any Lien on the TL Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior TL Priority Collateral securing any Junior Lien of the Notes Obligations, ; and (biv) any Lien on the Junior TL Priority Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Notes Collateral Agent, any Junior Lender or Junior Lien Representative (Notes Secured Party or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior TL Priority Collateral securing any Senior ABL Obligations, . All Liens on the TL Priority Collateral securing any Term Obligations shall be and remain senior in each case as provided in this Agreement all respects and prior to all Liens on the TL Priority Collateral securing (x) any ABL Obligations and (y) equal any Notes Obligations for all purposes, whether or not such Liens securing any Term Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. All Liens on the TL Priority Collateral securing any ABL Obligations shall be and ratable shall remain senior in all respects with and prior to all Liens on the rights and interests TL Priority Collateral securing any Notes Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of (if anyi) of any Liens securing the Senior Obligations or Junior Subordinated Lien Obligations granted on the Junior Collateral or (ii) any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law or the Senior Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all law or any part of the Junior Collateral, Subordinated Lien Document or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party the Subordinated Collateral Trustee, on behalf of itself and all Subordinated Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Subordinated Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Subordinated Lien Obligations now or hereafter held by or on behalf of the Subordinated Collateral Trustee, any Junior Lender or Junior Subordinated Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Subordinated Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

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

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Fixed Asset Obligations granted on the Junior Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of any UCC or the UCCPPSA, or any other applicable Law law or the Senior ABL Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Fixed Asset Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior ABL Obligations or the Junior Lien Fixed Asset Obligations or any other circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and/or the ABL Claimholders, and each Junior Secured Party Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset Claimholders, hereby each agrees that that: (a) any Lien of the ABL Collateral Agent on the Junior Collateral securing any Senior Obligations ABL Priority Collateral, whether now or hereafter held by or on behalf of the ABL Collateral Agent or any Senior Secured Party ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior ABL Priority Collateral securing any Junior Fixed Asset Obligations and, accordingly, each Fixed Asset Collateral Agent and each Fixed Asset Claimholder, as applicable, cedes priority of rank of their respective Liens in favour of any Lien Obligationsof the ABL Collateral Agent and, as applicable, any Lien of the ABL Claimholders, in all respects necessary to achieve the foregoing priority; and (b) any Lien of any Fixed Asset Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Fixed Asset Priority Collateral, whether now or hereafter held by or on behalf of such Fixed Asset Collateral Agent, any Junior Lender or Junior Lien Representative (Fixed Asset Claimholder or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects and prior to the rights and interests of the Senior Secured Parties and all Liens on the Junior Fixed Asset Priority Collateral securing any Senior ObligationsABL Obligations and, accordingly, the ABL Collateral Agent and each ABL Claimholder, as applicable, cedes priority of rank of their respective Liens in favour of any Lien of each case Fixed Asset Collateral Agent and, as provided in this Agreement and (y) equal and ratable applicable, any Lien of the Fixed Asset Claimholders, in all respects with necessary to achieve the rights and interests of all other Junior Secured Partiesforegoing priority.

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

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

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior ABL Obligations or Junior Lien and/or the Fixed Asset Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior ABL Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Fixed Asset Loan Documents or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior ABL Obligations or the Junior Lien Obligations Fixed Asset Obligations, the subordination of such Liens to any Liens securing other obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Junior Secured Party agrees that ABL Collateral Agent, on behalf of itself and the ABL Claimholders represented by it, and each Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders represented by it, each hereby agree that: (a) any Lien on the Junior ABL Priority Collateral securing any Senior ABL Obligations now or hereafter held by or on behalf of any Senior Secured Party ABL Collateral Agent or any ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Junior Lien Fixed Asset Obligations, ; and (b) any Lien on the Junior Fixed Asset Priority Collateral securing any Junior Lien Fixed Asset Obligations now or hereafter held by or on behalf of any Junior Lender or Junior Lien Representative (Fixed Asset Collateral Agent, any Fixed Asset Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Fixed Asset Priority Collateral securing any Senior ABL Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Third Lien Obligations granted on the Collateral or of any Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Third Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or Obligations, the Junior Lien Obligations subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Junior Secured Party Third Lien Representative, and each Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Claimholder represented by it, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Secured Party Representative, any Senior Collateral Agent or any Senior Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior the Third Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Third Lien Obligations now or hereafter held by or on behalf of the Third Lien Representative, the Third Lien Collateral Agent, any Junior Lender or Junior Third Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any Senior Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Third Lien Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Secured Debt Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Debt Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or the Junior Lien Secured Debt Obligations or any other circumstance whatsoever, the Revolving Credit Agent, on behalf of itself and/or the Revolving Credit Claimholders, the Collateral Trustee and each Junior Secured Party Debt Representative, for itself on behalf of the respective Secured Debt Claimholders hereby each agrees that that: (a) any Lien of the Revolving Credit Agent on the Junior Collateral securing any Senior Obligations Revolving Credit Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Agent or any Senior Secured Party Revolving Credit Claimholder or any agent or trustee therefortherefore, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Revolving Credit Collateral securing any Junior Lien Secured Debt Obligations, ; and (b) any Lien of the Collateral Trustee or any Secured Debt Representative on the Junior Shared Collateral securing any Junior Lien Obligations or the Separate Collateral, whether now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of the Collateral Trustee or any other Secured Debt Representative, any Secured Debt Claimholder or any agent or trustee therefore) therefore regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all any Liens on the Junior Shared Collateral securing or Separate Collateral which may secure any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or First Lien Obligations, the Junior Lien Obligations subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Junior Second Lien Representative and each Collateral Agent, on behalf of itself and the Second Lien Secured Party Parties represented by it, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of any Senior First Lien Representative, any First Lien Collateral Agent or any First Lien Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of any Junior Lender or Junior Second Lien Representative (Representative, any Second Lien Collateral Agent, any Second Lien Secured Parties or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Loan Second Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or First Lien Obligations, the Junior Lien Obligations subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, each Junior Secured Party Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Claimholder, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of any Junior Lender or Junior Second Lien Representative (Collateral Agent, any Second Lien Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant▇▇▇▇▇, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person; and (c) the Liens securing each of the Initial Second Lien Obligations and interests the Royalty Obligations on the Collateral shall be of all other Junior Secured Partiesequal priority, subject to Sections 4.1 and 5.2.

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

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

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

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Term Obligations granted on the Junior ABL Priority Collateral or of any Liens securing the ABL Obligations granted on the ABL Priority Collateral, (ii) the validity or enforceability of the security interests and notwithstanding Liens granted in favor of any Collateral Agent or any Secured Party on the ABL Priority Collateral, (iii) the date on which any ABL Obligations or Term Obligations are extended, (iv) any provision of the UCC, UCC or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Document or any Term Document (other than this Agreement), (vi) or the Senior Loan Documents possession or the Junior Lien Documents, control by any Collateral Agent or whether any Senior Secured Party or Junior Secured Party holds possession any bailee of all or any part of any ABL Priority Collateral as of the Junior Collateraldate hereof or otherwise, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or (vii) any other circumstance whatsoever, each Junior the Term Collateral Agent, on behalf of itself and the Term Secured Party Parties, hereby agrees that that: (ai) any Lien on the Junior ABL Priority Collateral securing any Senior ABL Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any Senior ABL Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Junior Lien of the Term Obligations, ; and (bii) any Lien on the Junior ABL Priority Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of the Term Collateral Agent or any other Term Secured Parties or any agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior ABL Priority Collateral securing any Senior ABL Obligations, in each case as provided in this Agreement . All Liens on the ABL Priority Collateral securing any ABL Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests ABL Priority Collateral securing any Term Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral, of any Liens securing the Indenture Obligations granted on the Collateral or of any Liens securing the Super Priority Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Indenture Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Super Priority Obligations or the Junior Lien Indenture Obligations or any other circumstance whatsoever, each Junior Secured Party of the Collateral Agent, on behalf of itself and the Indenture Claimholders, and the Second Priority Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) so long as the Discharge of Super Priority Obligations has not occurred, any Lien on the Junior Collateral securing any Senior Super Priority Obligations now or hereafter held by or on behalf of the Super Priority Agent or any Senior Secured Party Super Priority Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Indenture Obligations or any Second Lien Obligations, ; (b) so long as the Discharge of Super Priority Obligations has not occurred, any Lien on the Junior Collateral securing any Junior Indenture Obligations or any Second Lien Obligations now or hereafter held by or on behalf of the Collateral Agent, any Junior Lender or Junior Lien Representative (or Indenture Claimholders, any other agent or trustee therefore) therefor, the Second Priority Agent, any Second Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Super Priority Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any Super Priority Obligations shall be and (y) equal and ratable remain senior in all respects and prior to all Liens on the Collateral securing any Indenture Obligations and any Second Lien Obligations for all purposes, whether or not such Liens securing any Super Priority Obligations are subordinated to any Lien securing any other obligation of the Borrowers, any other Grantor or any other Person; (c) so long as the Discharge of Indenture Obligations has not occurred, any Lien on the Collateral securing any Indenture Obligations now or hereafter held by or on behalf of the Collateral Agent or any Indenture Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and (d) so long as the Discharge of Indenture Obligations has not occurred, any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Priority Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any Indenture Obligations. All Liens on the Collateral securing any Indenture Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any Indenture Obligations are subordinated to any Lien securing any other obligation of the Borrowers, any other Grantor or any other Person. For all purposes of this Agreement, the Collateral Agent shall not be charged with notice or knowledge of the rights Discharge of Super Priority Obligations unless and interests of all other Junior Secured Partiesuntil it shall have received written notice thereof from a Grantor or the Super Priority Agent.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all U.S. Borrower, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations granted or Junior Lien Obligations purported to be granted on the Junior Collateral securing the First Lien Obligations, the Second Lien Obligations or the Third Lien Obligations, and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Loan First Lien Credit Documents, the Second Lien Credit Documents or the Junior Third Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Credit Documents or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior First Lien Obligations, the Second Lien Obligations or the Junior Third Lien Obligations Obligations, or any other circumstance whatsoever, each Junior Secured Party agrees that whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Subordinated Collateral Agents, on behalf of themselves and the Subordinated Claimholders, hereby agree that: (a) any Any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations or any Third Lien Obligations, . (b) any Any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender Second Lien Claimholders or Junior any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, (i) shall be junior and subordinate in all respects to any Lien Representative on the Collateral securing any First Lien Obligations and (ii) shall be senior in all respects and prior to any Lien on the Collateral securing any Third Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of any Grantor or any other Person. (c) Any Lien on the Collateral securing any Third Lien Obligations now or hereafter held by or on behalf of the Third Lien Claimholder or any agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to any Lien on the rights Collateral securing any First Lien Obligations or any Second Lien Obligations. All Liens on the Collateral securing any First Lien Obligations or any Second Lien Obligations shall be and interests of the Senior Secured Parties remain senior in all respects and prior to all Liens on the Junior Collateral securing any Senior ObligationsThird Lien Obligations for all purposes, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests whether or not such Liens securing any First Lien Obligations or any Second Lien Obligations are subordinated to any Lien securing any other obligation of all any Grantor or any other Junior Secured PartiesPerson.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any statutory, decisional or other applicable Law law that would provide for a contrary ordering of priorities, or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party of the Grantors, the First Lien Collateral Agent, and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby acknowledges and agrees that that: (a) any Lien purported to be granted on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be “first” priority and senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and (b) any Lien purported to be granted on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be “second” priority and junior and subordinate and subject in all respects to all Liens on the Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior ObligationsSecond Lien Obligations for all purposes, in each case as provided in this Agreement and (y) equal and ratable in all respects with whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the rights and interests of all Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Lien Credit Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior Secured Party the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior of the Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated (subject to Section 5.3(b)) to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, or the subordination (by equitable subordination or otherwise) of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party the Collateral Trustee, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior Obligations First Lien Obligation now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholder or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Collateral Trustee, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Term Priority Lien Obligations granted on the Junior Collateral, of any Liens securing the Subordinated Lien Obligations granted on the Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents, the Term Priority Lien Documents or the Junior Subordinated Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations, Term Priority Lien Obligations or the Junior Subordinated Lien Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and/or the Revolving Credit Claimholders, and the Collateral Trustee, on behalf of itself and/or the Term Priority Lien Claimholders and/or the Subordinated Lien Claimholders, hereby each Junior Secured Party agrees that (a) any Lien of the Revolving Credit Collateral Agent on the Junior Collateral securing any Senior Obligations Revolving Credit Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Senior Secured Party Revolving Credit Claimholder or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Revolving Credit Collateral securing any Junior Term Priority Lien Obligations or Subordinated Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. (a) Notwithstanding the date, time, method, manner or order of recognition, creation, grant, attachment or perfection (if anyincluding, without limitation, the order of filing or recordation of any mortgage, financing statement or other document or notice in any jurisdiction or under any applicable law) of any Liens securing the Senior Obligations or Junior Lien First Priority Obligations granted on the Junior Collateral or of any Liens securing the Second Priority Obligations granted on the Collateral and notwithstanding any provision of the UCC, other laws of the United States or the laws of Mexico or any other applicable Requirement of Law or and notwithstanding any provision of the Senior Loan First Priority Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Second Priority Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien First Priority Obligations or any other circumstance whatsoeverwhatsoever (including whether or not any Liens securing any First Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person), each Junior Secured Party agrees that of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, each on behalf of itself and the other Second Priority Claimholders, hereby agree that: (ab) any Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf of or purportedly granted to the First Priority Collateral Trustee, any Senior Secured Party First Priority Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwiseotherwise (including any Lien permitted by Section 2.4 hereof), on the Collateral to secure any First Priority Obligations, shall at all times and under all circumstances and in all respects be senior in all respects priority, operation and prior effect, to any Lien now or hereafter existing, arising or purportedly granted on the Junior Collateral securing to secure any Junior Lien Second Priority Obligations, ; (bc) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of or purportedly granted to the Second Priority Collateral Trustee, any Junior Lender or Junior Lien Representative (Second Priority Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwiseotherwise (including any Lien permitted by Section 2.4 hereof), on the Collateral to secure any Second Priority Obligations shall be (x) junior under all circumstances and subordinate in all respects be subject to and subordinate and junior in priority, operation and effect to any Lien now or hereafter existing, arising or purportedly granted on the Collateral to secure any First Priority Obligations; and (d) any enforcement of the Liens securing the Second Priority Obligations and any payments of the Second Priority Obligations from the Collateral (other than Excluded Payments) shall be subject to the rights and interests prior payment in full of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Priority Obligations, in each case as provided in this Agreement and (y) equal the proceeds of any Collateral shall be applied to indefeasibly pay all First Priority Obligations until the Discharge of First Priority Obligations has occurred, and ratable in all respects with no proceeds shall be applied to any Second Priority Obligations until the rights and interests Discharge of all other Junior Secured PartiesFirst Priority Obligations has occurred.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Fixed Asset Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Fixed Asset Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or Fixed Asset Obligations, and whether or not such Liens securing, or purporting to secure, any Revolving Credit Obligations or Fixed Asset Obligations are subordinated to any Lien securing any other obligation of the Junior Lien Obligations Borrowers, or any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and/or the Revolving Credit Claimholders, and each Junior Secured Party Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset Claimholders, hereby each agrees that that: (a) any Lien of the Revolving Credit Collateral Agent on the Junior Collateral securing any Senior Obligations ABL Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Senior Secured Party Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior ABL Collateral securing or purporting to secure any Junior Lien Fixed Asset Obligations, ; and (b) any Lien of any Fixed Asset Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Fixed Asset Collateral, whether now or hereafter held by or on behalf of such Fixed Asset Collateral Agent, any Junior Lender or Junior Lien Representative (Fixed Asset Claimholder or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Fixed Asset Collateral securing or purporting to secure any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

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

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien ABL Obligations granted on the Junior TL Priority Collateral or of any Liens securing the Term Obligations granted on the TL Priority Collateral, (ii) the validity or enforceability of the security interests and notwithstanding Liens granted in favor of any Collateral Agent or any Secured Party on the TL Priority Collateral, (iii) the date on which any ABL Obligations or Term Obligations is extended, (iv) any provision of the UCC, UCC or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the Senior Loan Documents relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Document or any Term Document (other than this Agreement), (vi) the Junior Lien Documents, possession or whether control by any Senior Collateral Agent or any Secured Party or Junior Secured Party holds possession any bailee of all or any part of any TL Priority Collateral as of the Junior Collateraldate hereof or otherwise, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or (vii) any other circumstance whatsoever, each Junior the ABL Collateral Agent, on behalf of itself and the ABL Secured Party Parties, hereby agrees that that: (ai) any Lien on the Junior TL Priority Collateral securing any Senior Term Obligations now or hereafter held by or on behalf of the Term Collateral Agent or any Senior Term Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior TL Priority Collateral securing any Junior Lien of the ABL Obligations, ; and (bii) any Lien on the Junior TL Priority Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of the ABL Collateral Agent or any other ABL Secured Parties or any agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior TL Priority Collateral securing any Senior Term Obligations, in each case as provided in this Agreement . All Liens on the TL Priority Collateral securing any Term Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests TL Priority Collateral securing any ABL Obligations for all purposes, whether or not such Liens securing any Term Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection (if any) of any Liens securing (or purportedly securing) the Senior Revolving Obligations with respect to the Collateral or Junior of any Liens securing (or purportedly securing) the Notes Obligations with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations granted on relating to the Junior Collateral period) before or after the commencement of any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC, UCC or any other applicable Law law or the Senior Revolving Loan Documents or the Junior Lien Notes Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateralas applicable, or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing (or purportedly securing) any of the Senior Obligations or the Junior Lien Obligations Obligations, or any other circumstance whatsoever, each Junior Secured Party agrees that the Notes Collateral Agent and the Revolving Collateral Agent hereby agree that: (a) any Lien on with respect to the Junior Revolving Priority Collateral securing any Senior Revolving Obligations now or hereafter held by or on behalf of of, or created for the benefit of, Revolving Collateral Agent or any Senior Secured Party Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on with respect to the Junior Revolving Priority Collateral securing any Junior Lien Notes Obligations, ; (b) any Lien on with respect to the Junior Notes Priority Collateral securing any Junior Lien Notes Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of, or created for the benefit of, Notes Collateral Agent or any other Notes Claimholders or any agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien with respect to the Notes Priority Collateral securing any Revolving Obligations; (xc) any Lien with respect to the Revolving Priority Collateral securing any Notes Obligations now or hereafter held by or on behalf of, or created for the benefit of, Notes Collateral Agent, any Notes Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on with respect to the Junior Revolving Priority Collateral securing any Senior Revolving Obligations; and (d) any Lien with respect to the Notes Priority Collateral securing any Revolving Obligations now or hereafter held by or on behalf of, or created for the benefit of, Revolving Collateral Agent, any Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in each case as all respects to all Liens with respect to the Notes Priority Collateral securing any Notes Obligations. The subordination of Liens provided for in this Agreement shall continue to be effective with respect to any part of the Collateral from and after the date hereof whether such Liens are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction, as a result of any action taken by the Notes Collateral Agent or the Revolving Collateral Agent, as applicable, or any failure by such person to take any action, with respect to any financing statement (y) equal and ratable in all respects with the rights and interests of all including any amendment to or continuation thereof), mortgage or other Junior Secured Partiesperfection document.

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Pari Term Debt Obligations granted on the Junior ABL Priority Collateral or of any Liens securing the ABL Obligations granted on the ABL Priority Collateral, (ii) the validity or enforceability of the security interests and notwithstanding Liens granted in favor of any Collateral Agent or any Secured Party on the ABL Priority Collateral, (iii) the date on which any ABL Obligations or Pari Term Debt Obligations are extended, (iv) any provision of the UCC, UCC or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the Senior Loan Documents relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Document or any Pari Term Debt Document (other than this Agreement), (vi) the Junior Lien Documents, possession or whether control by any Senior Collateral Agent or any Secured Party or Junior Secured Party holds possession any bailee of all or any part of any ABL Priority Collateral as of the Junior Collateraldate hereof or otherwise, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or (vii) any other circumstance whatsoever, each Junior the Pari Term Debt Agents, on behalf of themselves and the Pari Term Debt Secured Party agrees that Parties, hereby agree that: (ai) any Lien on the Junior ABL Priority Collateral securing any Senior ABL Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any Senior other ABL Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Junior Lien of the Pari Term Debt Obligations, ; and (bii) any Lien on the Junior ABL Priority Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Pari Term Debt Agents, any Junior Lender or Junior Lien Representative (other Pari Term Debt Secured Parties or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior ABL Priority Collateral securing any Senior ABL Obligations, in each case as provided in this Agreement . All Liens on the ABL Priority Collateral securing any ABL Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests ABL Priority Collateral securing any Pari Term Debt Obligations, for all purposes whether or not such Liens securing any ABL Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Loan Second Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or First Lien Obligations, the Junior Lien Obligations subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Trustee, for itself and on behalf of each Junior Secured Party other Second Lien Claimholder, and the First Lien Administrative Agent, for itself and on behalf of each other First Lien Claimholder, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Administrative Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Trustee, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person; (c) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of the First Lien Administrative Agent, any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and interests subordinate in all respects to any Lien on the Collateral securing any Second Lien Obligations; and (d) any Lien on the Collateral securing any Excess Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Trustee or any Second Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all other Junior Secured Partiesrespects to any Lien on the Collateral securing any First Lien Obligations or any Excess First Lien Obligations.

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

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

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing any North America ABL Obligations and/or the Senior Obligations or Junior Notes Pari Passu Lien Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, the PPSA or any other applicable Law law or any of the Senior North America ABL Loan Documents or the Junior Indenture Pari Passu Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Debt Documents or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the any Liens securing the Senior any North America ABL Obligations or the Junior Notes Pari Passu Lien Obligations Obligations, the subordination of such Liens to any Liens securing other obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the North America ABL Agent, on behalf of itself and the other North America ABL Claimholders, and Notes Collateral Trustee, on behalf of itself and the other Notes Pari Passu Lien Claimholders, each Junior Secured Party agrees that hereby agree that: (a) subject to clause (c) below, any Lien on the Junior North America ABL Priority Collateral to the extent securing any Senior North America ABL Obligations now or hereafter held by or on behalf of the North America ABL Agent, or any Senior Secured Party other North America ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior North America ABL Priority Collateral securing any Junior Notes Pari Passu Lien Obligations, ; (b) any Lien on the Junior Notes Priority Collateral securing any Junior Notes Pari Passu Lien Obligations now or hereafter held by or on behalf of the Notes Collateral Trustee, any Junior Lender or Junior Notes Pari Passu Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior and prior in all respects to all Liens on the Notes Priority Collateral securing any North America ABL Obligations; and (xc) any Lien on the North America ABL Priority Collateral to the extent securing any Excess North America ABL Obligations now or hereafter held by or on behalf of the North America ABL Agent or any other North America ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens any Lien on the Junior North America ABL Priority Collateral securing any Senior Notes Pari Passu Lien Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Term Loan Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Term Loan Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or the Junior Lien Term Loan Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that the Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders and the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders hereby agree that: (a) any Lien of the Revolving Credit Collateral Agent on the Junior Collateral securing any Senior Obligations Revolving Credit Primary Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Senior Secured Party Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior Revolving Credit Primary Collateral securing any Junior Lien Term Loan Obligations, ; and (b) any Lien of the Term Loan Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Term Loan Primary Collateral, whether now or hereafter held by or on behalf of the Term Loan Collateral Agent, any Junior Lender or Junior Lien Representative (Term Loan Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Term Loan Primary Collateral securing any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral, and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, in or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, perfect the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party Second Lien Claimholder agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of PDL, any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Borrower, any Grantor or any other Junior Secured PartiesPerson.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing Lien granted to the Senior Obligations First Lien Collateral Agent or Junior the First Lien Obligations granted Claimholders on the Junior Common Collateral or of any Lien granted to the Second Lien Collateral Agent or the Second Lien Claimholders on the Common Collateral and notwithstanding any provision of the UCC, or any other applicable Law Laws or decision or the Senior Loan Documents or MDS Notes, the Junior Lien DocumentsPurchase Agreement, or whether any Senior Secured Party or Junior Secured Party holds possession of all the MDS Security Agreement, the Laurus Security Agreement or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations Ancillary Agreement or any other circumstance whatsoeverwhatsoever (including, without limitation, any non-perfection of any Lien securing or purporting to secure the First Lien Obligations or the Second Lien Obligations), the Second Lien Collateral Agent and each Junior Secured Party agrees that Second Lien Claimholder and the First Lien Collateral Agent and each First Lien Claimholder agree that: (a) any Lien on the Junior Common Collateral securing any Senior the First Lien Obligations now or hereafter held by or on behalf for the benefit of any Senior Secured Party or any agent or trustee thereforthe First Lien Claimholders, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Common Collateral securing any Junior the Second Lien Obligations, ; (b) any Lien on the Junior Common Collateral securing any Junior the Second Lien Obligations now or hereafter held by any Junior Lender or Junior for the benefit of the Second Lien Representative (or any other agent or trustee therefore) Claimholders, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Common Collateral securing any Senior the First Lien Obligations, in each case as provided in this Agreement and (yc) equal and ratable any Lien on the Non-Common Collateral securing the Second Lien Obligations now or hereafter held by or for the benefit of the Second Lien Claimholders, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in all respects with to all Liens, if any, on the rights Non-Common Collateral securing the First Lien Obligations. All Liens on the Common Collateral securing the First Lien Obligations shall be and interests remain senior to all Liens on the Common Collateral securing the Second Lien Obligations for all purposes, whether or not such Liens securing the First Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower. All Liens on the Non-Common Collateral securing the Second Lien Obligations shall be and remain senior to all Liens, if any, on the Non-Common Collateral securing the First Lien Obligations for all purposes, whether or not such Liens securing the First Lien Obligations are subordinated to any Lien securing any other Junior Secured Partiesobligation of the Borrower.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Note Lien Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents or the Junior Note Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or the Junior Note Lien Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and/or the Revolving Credit Claimholders, the Note Lien Collateral Agent, and each Junior Secured Party Note Lien Representative, for itself on behalf of the respective Note Lien Claimholders hereby each agrees that that: (a) any Lien of the Revolving Credit Collateral Agent on the Junior Collateral securing any Senior Obligations Revolving Credit Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Senior Secured Party Revolving Credit Claimholder or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Revolving Credit Collateral securing any Junior Note Lien Obligations, ; and (b) any Lien of the Note Lien Collateral Agent or any Note Lien Representative on the Junior Collateral securing any Junior Note Lien Obligations Collateral, whether now or hereafter held by or on behalf of the Note Lien Collateral Agent, any Junior Lender or Junior Note Lien Representative (Representative, any Note Lien Claimholder or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects and prior to the rights and interests of the Senior Secured Parties and all any Liens on the Junior Note Lien Collateral securing any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Secured Debt Obligations granted on the Collateral or Junior of any Liens securing the Priority Lien Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Priority Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Debt Documents or any defect or deficiencies in, or failure to perfect, perfect or avoidance as a fraudulent conveyance or otherwise lapse in perfection of, the Liens securing the Senior Priority Lien Obligations or the Junior Lien Secured Debt Obligations or any other circumstance whatsoever, each Junior the Collateral Trustee, on behalf of itself, the Secured Party Debt and the Secured Debt Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior Priority Lien Obligations now or hereafter held by or on behalf of the Priority Lien Representative or any Senior Secured Party Priority Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Secured Debt Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Lien Secured Debt Obligations now or hereafter held by or on behalf of the Collateral Trustee, any Junior Lender Secured Debt Representative or Junior Lien Representative (Secured Debt Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Priority Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any Priority Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Secured Debt Obligations for all purposes, whether or not such Liens securing any Priority Lien Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Fixed Asset Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Fixed Asset Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or Fixed Asset Obligations, and whether or not such Liens securing, or purporting to secure, any Revolving Credit Obligations or Fixed Asset Obligations are subordinated to any Lien securing any other obligation of the Junior Lien Obligations Borrower, or any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and/or the Revolving Credit Claimholders, and each Junior Secured Party Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset Claimholders, hereby each agrees that that: (a) any Lien of the Revolving Credit Collateral Agent on the Junior Collateral securing any Senior Obligations ABL Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Senior Secured Party Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior ABL Collateral securing or purporting to secure any Junior Lien Fixed Asset Obligations, ; and (b) any Lien of any Fixed Asset Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Fixed Asset Collateral, whether now or hereafter held by or on behalf of such Fixed Asset Collateral Agent, any Junior Lender or Junior Lien Representative (Fixed Asset Claimholder or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Fixed Asset Collateral securing or purporting to secure any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Tenant Financing Obligations granted on the Junior CPLV Lease Collateral or of any Liens securing the CPLV Lease Obligations granted on the CPLV Lease Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Loan Tenant Financing Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens on the CPLV Lease Collateral securing the Senior Obligations or CPLV Lease Obligations, the Junior Lien Obligations subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Tenant, each Junior Secured Party Tenant Financing Collateral Agent, for itself and on behalf of each other Tenant Financing Claimholder represented by it, hereby agrees that that: (a) any Lien on the Junior CPLV Lease Collateral securing any Senior CPLV Lease Obligations now or hereafter held by or on behalf of any Senior Secured Party Landlord or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, and regardless of whether or when such Lien is perfected, shall be senior in all respects and prior to any Lien on the Junior CPLV Lease Collateral securing any Junior Lien Tenant Financing Obligations, subject to, and in accordance with, the terms of this Agreement; and (b) any Lien on the Junior CPLV Lease Collateral securing any Junior Lien Tenant Financing Obligations now or hereafter held by or on behalf of any Junior Lender or Junior Lien Representative (Tenant Financing Collateral Agent, any Tenant Financing Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, and regardless of whether or when such Lien is perfected, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior CPLV Lease Collateral securing any Senior CPLV Lease Obligations, subject to, and in each case as provided in accordance with, the terms of this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured PartiesAgreement.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior ABL Obligations, the Excess ABL Obligations, the Term Obligations or Junior Lien and/or the Excess Term Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior ABL Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Term Loan Documents or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior ABL Obligations or the Junior Lien Obligations Term Obligations, the subordination of such Liens to any Liens securing other obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the ABL Agent, on behalf of itself and the ABL Claimholders represented by it, and the Term Agent, on behalf of itself and the Term Claimholders represented by it, each Junior Secured Party agrees that hereby agree that: (a) Subject to clause (c) below, any Lien on the Junior ABL Priority Collateral securing any Senior ABL Obligations now or hereafter held by or on behalf of any Senior Secured Party ABL Agent or any ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Junior Lien Term Obligations or any Excess Term Obligations, ; (b) subject to clause (d) below, any Lien on the Junior Term Priority Collateral securing any Junior Lien Term Obligations now or hereafter held by or on behalf of any Junior Lender or Junior Lien Representative (Term Agent, any Term Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Term Priority Collateral securing any ABL Obligations or any Excess ABL Obligations; (xc) any Lien on the ABL Priority Collateral securing any Excess ABL Obligations now or hereafter held by or on behalf of the ABL Agent or any ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens any Lien on the Junior ABL Priority Collateral securing any Senior Term Obligations, in each case as provided in this Agreement and (y) equal and ratable but shall be senior in all respects with to any Lien on the rights ABL Priority Collateral securing any Excess Term Obligations; and (d) any Lien on the Term Priority Collateral securing any Excess Term Obligations now or hereafter held by or on behalf of the Term Agent or any Term Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and interests of subordinate in all other Junior Secured Partiesrespects to any Lien on the Term Priority Collateral securing any ABL Obligations, but shall be senior in all respects to any Lien on the Term Priority Collateral securing any Excess ABL Obligations.

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

Relative Priorities. (a) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing granted to the Senior Obligations Revolving Loan Agent or Junior Lien Obligations granted the Revolving Loan Secured Parties or the Collateral Agent (acting on the Junior Collateral instructions of the ROW Instructing Group) or the ROW Secured Parties and notwithstanding any provision of the UCC, UCC or any other applicable Law law or any provisions of the Senior Revolving Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, ROW Debt Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the any Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior the Collateral Agent, on behalf of itself and the other ROW Secured Party agrees that Parties, and the Revolving Loan Agent, on behalf of itself and the other Revolving Loan Secured Parties, hereby agree that: (ai) any Lien on the Junior Revolving Loan Priority Collateral securing any Senior Obligations of the ROW Debt now or hereafter held by or for the benefit or on behalf of any Senior ROW Secured Party or any agent agent, receiver, interim receiver or trustee therefor, therefor regardless of how acquired, whether by grant▇▇▇▇▇, possessionstatute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Debt; and (ii) any Lien on the ROW Priority Collateral securing the ROW Debt now or hereafter held by or for the benefit or on behalf of any ROW Secured Party or any agent, receiver, interim receiver or trustee therefor regardless of how acquired, whether by ▇▇▇▇▇, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and in all other respects and prior to any Lien on the Junior ROW Priority Collateral securing any Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of any Junior Lender or Junior Lien Representative (Revolving Loan Secured Party or any other agent agent, receiver, interim receiver or trustee thereforetherefor. (b) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior As between Revolving Loan Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior ROW Secured Parties, the terms of this Agreement, including the priorities set forth above, shall govern even if part or all of the Revolving Loan Debt or ROW Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, attachment creation, attachment, validity, enforceability or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien ABL Obligations granted on the Junior Term Priority Collateral and notwithstanding or of any Liens securing the Term Obligations granted on the Term Priority Collateral, (ii) the date on which any ABL Obligations or Term Obligations are extended, (iii) any provision of the UCC, UCC or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the Senior Loan Documents relative priorities of secured creditors, including with respect to real property or the Junior Lien Documentsfixtures, (iv) any provision set forth in any ABL Document or any Term Document (other than this Agreement), or whether (v) the possession or control by any Senior Collateral Agent or any Secured Party or Junior Secured Party holds possession any bailee of all or any part of any Term Priority Collateral as of the Junior Collateral, date hereof or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise ofotherwise, the Liens securing ABL Agent, on behalf of itself and the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoeverABL Secured Parties, each Junior Secured Party hereby agrees that that: (ai) any Lien on the Junior Term Priority Collateral securing any Senior Term Obligations now or hereafter held by or on behalf of any Senior Term Representative or any other Term Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Term Priority Collateral securing any Junior Lien of the ABL Obligations (without giving effect to the proviso at the end of the first sentence of the definition of ABL Obligations, ); and (bii) any Lien on the Junior Term Priority Collateral securing any Junior Lien ABL Obligations (without giving effect to the proviso at the end of the definition of ABL Obligations) now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of the ABL Agent or any other ABL Secured Parties or any agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Term Priority Collateral securing any Senior Term Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.;

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

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Fixed Asset Obligations granted on the Junior Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior ABL Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Fixed Asset Documents or any defect or deficiencies (or alleged defect or deficiency) in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior ABL Obligations or the Junior Lien Fixed Asset Obligations or any other circumstance whatsoever, the ABL Collateral Agent, on behalf of itself and/or the ABL Claimholders, and each Junior Secured Party Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset Claimholders, hereby each agrees that that: (a) any Lien of the ABL Collateral Agent on the Junior Collateral securing any Senior Obligations ABL Priority Collateral, whether now or hereafter held by or on behalf of the ABL Collateral Agent or any Senior Secured Party ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior ABL Priority Collateral securing any Junior Fixed Asset Obligations and, accordingly, each Fixed Asset Collateral Agent and each Fixed Asset Claimholder, as applicable, cedes priority of rank of their respective Liens in favor of any Lien Obligationsof the ABL Collateral Agent and, as applicable, any Lien of the ABL Claimholders, in all respects necessary to achieve the foregoing priority; and (b) any Lien of any Fixed Asset Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Fixed Asset Priority Collateral, whether now or hereafter held by or on behalf of such Fixed Asset Collateral Agent, any Junior Lender or Junior Lien Representative (Fixed Asset Claimholder or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects and prior to the rights and interests of the Senior Secured Parties and all Liens on the Junior Fixed Asset Priority Collateral securing any Senior ObligationsABL Obligations and, accordingly, the ABL Collateral Agent and each ABL Claimholder, as applicable, cedes priority of rank of their respective Liens in favor of any Lien of each case Fixed Asset Collateral Agent and, as provided in this Agreement and (y) equal and ratable applicable, any Lien of the Fixed Asset Claimholders, in all respects with necessary to achieve the rights and interests of all other Junior Secured Partiesforegoing priority.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien ABL Loan Obligations granted on the Junior Term Loan Priority Collateral or of any Liens securing the Term Loan Obligations granted on the Term Loan Priority Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior ABL Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens on the Term Loan Priority Table of Contents Collateral securing the Senior Obligations or Term Loan Obligations, the Junior Lien Obligations subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any New Grantor, the Pari Passu Collateral Agent, for itself and on behalf of each Junior Secured Party other ABL Claimholder, hereby agrees that that: (a) any Lien on the Junior Term Loan Priority Collateral securing any Senior Term Loan Obligations now or hereafter held by or on behalf of the Term Loan Collateral Agent or any Senior Secured Party Term Loan Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Term Loan Priority Collateral securing any Junior Lien ABL Obligations, ; and (b) any Lien on the Junior Term Loan Priority Collateral securing any Junior Lien ABL Obligations now or hereafter held by or on behalf of the Pari Passu Collateral Agent, any Junior Lender or Junior Lien Representative (ABL Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Term Loan Priority Collateral securing any Senior Term Loan Obligations, in each case as provided in this Agreement . All Liens on the Term Loan Priority Collateral securing any Term Loan Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Term Loan Priority Collateral securing any ABL Obligations for all purposes, whether or not such Liens securing any Term Loan Obligations are subordinated to any Lien securing any other obligation of all other Junior Secured Partiesany New Grantor.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral, of any Liens securing the Indenture Obligations granted on the Collateral or of any Liens securing the Super Priority Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Indenture Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Super Priority Obligations or the Junior Lien Indenture Obligations or any other circumstance whatsoever, each Junior Secured Party of the Collateral Agent, on behalf of itself and the Indenture Claimholders, and the Second Priority Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) so long as the Discharge of Super Priority Obligations has not occurred, any Lien on the Junior Collateral securing any Senior Super Priority Obligations now or hereafter held by or on behalf of the Super Priority Agent or any Senior Secured Party Super Priority Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Indenture Obligations or any Second Lien Obligations, ; (b) so long as the Discharge of Super Priority Obligations has not occurred, any Lien on the Junior Collateral securing any Junior Indenture Obligations or any Second Lien Obligations now or hereafter held by or on behalf of the Collateral Agent, any Junior Lender or Junior Lien Representative (or Indenture Claimholders, any other agent or trustee therefore) therefor, the Second Priority Agent, any Second Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Super Priority Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any Super Priority Obligations shall be and (y) equal and ratable remain senior in all respects and prior to all Liens on the Collateral securing any Indenture Obligations and any Second Lien Obligations for all purposes, whether or not such Liens securing any Super Priority Obligations are subordinated to any Lien securing any other obligation of the Borrowers, any other Grantor or any other Person; (c) so long as the Discharge of Indenture Obligations has not occurred, any Lien on the Collateral securing any Indenture Obligations now or hereafter held by or on behalf of the Collateral Agent or any Indenture Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and (d) so long as the Discharge of Indenture Obligations has not occurred, any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Priority Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any Indenture Obligations. All Liens on the Collateral securing any Indenture Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any Indenture Obligations are subordinated to any Lien securing any other obligation of the Borrowers, any other Grantor or any other Person. For all purposes of this Agreement, the Trustee shall not be charged with notice or knowledge of the rights Discharge of Super Priority Obligations unless and interests of all other Junior Secured Partiesuntil it shall have received written notice thereof from a Grantor or the Super Priority Agent.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the ABL Obligations, the Senior Term Obligations or and/or the Junior Lien Term Obligations granted on the Junior ABL Priority Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the ABL Loan Documents, the Senior Term Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Term Loan Documents or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the ABL Obligations, the Senior Term Obligations or the Junior Lien Obligations Term Obligations, the subordination of such Liens to any Liens securing other obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Parent Borrower or any other Grantor, the ABL Collateral Agent, on behalf of itself and the ABL Claimholders represented by it, each Senior Term Collateral Agent, on behalf of itself and the Senior Term Claimholders represented by it, and each Junior Secured Party agrees that Term Collateral Agent, on behalf of itself and the Junior Term Claimholders represented by it, each hereby agree that: (a) subject to clause (b) below, any Lien on the Junior ABL Priority Collateral securing any Senior ABL Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any Senior Secured Party ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Senior Term Obligations and any Junior Lien Term Obligations, ; and (b) any Lien on the Junior ABL Priority Collateral securing any Junior Lien Excess ABL Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of the ABL Collateral Agent or any other ABL Claimholders or any agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens any Lien on the Junior ABL Priority Collateral securing any Senior Term Obligations and any Junior Term Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Lien Note Facility Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Borrowers, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior any Second Lien Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Second Lien Obligations or any other circumstance whatsoever, each Junior Secured Party Second Lien Agent, on behalf of itself and the applicable Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior Second Lien Obligations now or hereafter held by or on behalf of any Senior Secured Party Second Lien Agent or any Second Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior equal and ratable to and shall rank pari passu with all other Liens on the Collateral securing any Second Lien Obligations; and (b) notwithstanding the foregoing and any other provision to the contrary contained in this Agreement, all Liens on the Collateral securing any Second Lien Obligations shall be and remain equal and ratable, pari passu Liens in all respects and prior for all purposes, notwithstanding any failure of any Second Lien Agent or any Second Lien Claimholders to adequately perfect its security interests in the Collateral, the subordination of any Lien on the Junior Collateral securing any Junior Second Lien ObligationsObligations to any other Lien securing any other Second Lien Obligations of any Obligor, (b) or the avoidance, invalidation or lapse of any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

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

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Committed Credit Agreement Obligations or Junior Lien the Uncommitted Credit Agreement Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Committed Loan Documents or the Junior Lien Uncommitted Loan Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior Secured Party of the Committed Collateral Agent, on behalf of itself and the Committed Credit Agreement Claimholders, and the Uncommitted Collateral Agent on behalf of the Uncommitted Credit Agreement Claimholders, hereby agrees that that: (a) any Lien on the Junior Committed Credit Agreement Priority Collateral securing any Senior Committed Credit Agreement Obligations now or hereafter held by or on behalf of the Committed Collateral Agent or any Senior Secured Party Committed Credit Agreement Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Committed Credit Agreement Priority Collateral securing any Junior Lien Uncommitted Credit Agreement Obligations, ; (b) any Lien on the Junior Committed Credit Agreement Priority Collateral securing any Junior Lien Uncommitted Credit Agreement Obligations now or hereafter held by or on behalf of the Uncommitted Collateral Agent, any Junior Lender or Junior Lien Representative (Uncommitted Credit Agreement Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Committed Credit Agreement Priority Collateral securing any Senior Committed Credit Agreement Obligations. All Liens on the Committed Credit Agreement Priority Collateral securing any Committed Credit Agreement Obligations shall be and remain senior in all respects and prior to all Liens on the Committed Credit Agreement Priority Collateral securing any Uncommitted Credit Agreement Obligations for all purposes, whether or not such Liens securing any Committed Credit Agreement Obligations are subordinated to any Lien securing any other obligation of the Company or any other Person; (c) any Lien on the Uncommitted Credit Agreement Priority Collateral securing any Uncommitted Credit Agreement Obligations now or hereafter held by or on behalf of the Uncommitted Collateral Agent or any Uncommitted Credit Agreement Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Uncommitted Credit Agreement Priority Collateral securing any Committed Credit Agreement Obligations; (d) any Lien on the Uncommitted Credit Agreement Priority Collateral securing any Committed Credit Agreement Obligations now or hereafter held by or on behalf of the Committed Collateral Agent, any Committed Credit Agreement Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Uncommitted Credit Agreement Priority Collateral securing any Uncommitted Credit Agreement Obligations. All Liens on the Uncommitted Credit Agreement Priority Collateral securing any Uncommitted Credit Agreement Obligations shall be and remain senior in all respects and prior to all Liens on the Uncommitted Credit Agreement Priority Collateral securing any Committed Credit Agreement Obligations for all purposes, whether or not such Liens securing any Uncommitted Credit Agreement Obligations are subordinated to any Lien securing any other obligation of the Company or any other Person; and (e) any Lien on the Common Collateral securing any Committed Credit Agreement Obligations now or hereafter held by or on behalf of the Committed Collateral Agent or any Committed Credit Agreement Claimholders or any agent or trustee therefor, shall be pari passu in all respects with any Lien on the Common Collateral securing any Uncommitted Credit Agreement Obligations now or hereafter held by or on behalf of the Uncommitted Collateral Agent or any Uncommitted Credit Agreement Claimholders or any agent or trustee therefor, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests regardless of all other Junior Secured Partieshow acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral, or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Loan provisions of the Second Lien Credit Documents or any other circumstance whatsoever (including, without limitation, the Junior Lien Documentstime, order or whether method of grant, attachment, recording or perfection of any Senior Secured Party financing statements or Junior Secured Party holds possession of all other security interests, assignments, pledges, deeds, mortgages and other liens, charges or any part of the Junior Collateral, encumbrances or any defect or deficiencies indeficiency or alleged defect or deficiency in any of the foregoing, or failure the fact that any such Liens securing First Lien Obligations are at any time (x) subordinated to perfectany Lien securing any obligation of any Person or to any Indebtedness in favor of any Person or (y) otherwise subordinated, voided, avoided, invalidated or avoidance as a fraudulent conveyance or otherwise oflapsed), the Liens securing Second Lien Collateral Agent, for itself and on behalf of the Senior Obligations or the Junior Second Lien Obligations or any other circumstance whatsoeverClaimholders, each Junior Secured Party hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in each case as provided any of the foregoing, or the fact that any such Liens in this Agreement and favor of any First Lien Collateral Agent are (x) subordinated to any Lien securing any obligation of any Person or to any Indebtedness in favor of any Person or (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Partiesotherwise subordinated, voided, avoided, invalidated or lapsed.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Lien Note Facility Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (ai) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (bii) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, attachment creation, attachment, validity, enforceability or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Term Obligations granted on the Junior ABL Priority Collateral and notwithstanding or of any Liens securing the ABL Obligations granted on the ABL Priority Collateral, (ii) the date on which any ABL Obligations or Term Obligations are extended, (iii) any provision of the UCC, UCC or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the Senior Loan Documents relative priorities of secured creditors, including with respect to real property or the Junior Lien Documentsfixtures, (iv) any provision set forth in any ABL Document or any Term Document (other than this Agreement), or whether (v) the possession or control by any Senior Collateral Agent or any Secured Party or Junior Secured Party holds possession any bailee of all or any part of any ABL Priority Collateral as of the Junior Collateral, date hereof or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoeverotherwise, each Junior Term Administrative Agent, on behalf of itself and the other Term Secured Party Parties that it represents, hereby agrees that that: (ai) any Lien on the Junior ABL Priority Collateral securing any Senior ABL Obligations now or hereafter held by or on behalf of ABL Agent or any Senior other ABL Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Junior Lien of the Term Obligations, ; and (bii) any Lien on the Junior ABL Priority Collateral securing any Junior Lien Term Obligations now or hereafter held by or on behalf of any Junior Lender or Junior Lien Term Representative (or any other Term Secured Parties or any agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior ABL Priority Collateral securing any Senior ABL Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.;

Relative Priorities. (a) Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection (if any) of any Liens securing (or purportedly securing) the Senior Obligations or Junior Lien ABL Obligations granted on with respect to the Junior Collateral or of any Liens securing (or purportedly securing) the Notes Obligations granted with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC, UCC or any other applicable Law law or the Senior ABL Loan Documents, the Notes Documents or the Junior Other Pari Passu Lien DocumentsObligations Agreement, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateralas applicable, or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing (or purportedly securing) any of the Senior Obligations or the Junior Lien Obligations Obligations, or any other circumstance whatsoever, each Junior Secured Party agrees that ABL Agent and Notes Agent hereby agree that: (a1) any Lien on with respect to the Junior ABL Priority Collateral securing any Senior ABL Obligations now or hereafter held by or on behalf of of, or created for the benefit of, ABL Agent or any Senior Secured Party other ABL Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on with respect to the Junior ABL Priority Collateral securing any Junior Lien Notes Obligations, ; and (b2) any Lien on with respect to the Junior ABL Priority Collateral securing any Junior Lien Notes Obligations now or hereafter held by or on behalf of, or created for the benefit of, Notes Agent, any Junior Lender or Junior Lien Representative (other Notes Claimholders or any other agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on with respect to the Junior ABL Priority Collateral securing any Senior ABL Obligations. (b) ABL Agent and Notes Agent hereby further agree that the Notes Priority Collateral does not secure any ABL Obligation under the ABL Credit Agreement and neither the ABL Agent nor any ABL Claimholder under the ABL Credit Agreement shall accept a Lien on any Notes Priority Collateral without the consent of Notes Agent or as otherwise permitted in any Insolvency Proceeding in accordance with Section 6.5 hereof. Notwithstanding the foregoing, ABL Agent and Notes Agent hereby agree that: (1) any Lien with respect to the Notes Priority Collateral securing any Notes Obligations now or hereafter held by or on behalf of, or created for the benefit of, Notes Agent or any other Notes Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in each case as all respects and prior to any Lien with respect to the Notes Priority Collateral securing any ABL Obligations; and (2) any Lien with respect to the Notes Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of, or created for the benefit of, ABL Agent, any other ABL Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Notes Priority Collateral securing any Notes Obligations. The subordination of Liens provided for in this Agreement shall continue to be effective with respect to any part of the Collateral from and after the date hereof whether such Liens are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction, as a result of any action taken by Notes Agent or ABL Agent, as applicable, or any failure by such person to take any action, with respect to any financing statement (y) equal and ratable in all respects with the rights and interests of all including any amendment to or continuation thereof), Mortgage or other Junior Secured Partiesperfection document.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Second Priority Obligations granted on the Junior Collateral or of any Liens securing the First Priority Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Priority Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien First Priority Obligations or any other circumstance whatsoever, each Junior Secured Party whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Priority Collateral Agent, on behalf of itself and the Second Priority Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Priority Obligations now or hereafter held by or on behalf of the First Priority Collateral Agent or any Senior Secured Party First Priority Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior and prior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Second Priority Obligations, ; (b) any Lien on the Junior Collateral securing any Junior Lien Second Priority Obligations now or hereafter held by or on behalf of the Second Priority Collateral Agent, any Junior Lender or Junior Lien Representative (Second Priority Claimholders or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Priority Obligations. All Liens on the Collateral securing any First Priority Obligations shall be and remain senior and prior in all respects to any Lien on the Collateral securing any Second Priority Obligations for all purposes, whether or not such Liens securing any First Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person; and (c) any Lien on the Collateral securing any Excess First Priority Obligations now or hereafter held by or on behalf of the First Priority Collateral Agent, any First Priority Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in each case as provided all respects to any Lien on the Collateral securing any Second Priority Obligations up to but not exceeding the Second Priority Cap Amount (but only with respect to such excess amounts). All Liens securing Excess First Priority Obligations will be senior in all respects and prior to any Lien on the Collateral securing any Excess Second Priority Obligations and all Liens securing any Excess Second Priority Obligations will be junior and subordinate in all respects and prior to any Lien securing Excess First Priority Obligations. The subordination of Liens securing Second Priority Obligations to Liens securing First Priority Obligations in this Agreement affects only the relative priority of those Liens, and (y) equal does not subordinate the Second Priority Obligations in right of payment to the First Priority Obligations. Nothing in this Agreement will affect the entitlement of any Second Priority Claimholder to receive and ratable retain required payments of interest, principal, and other amounts in all respects with respect of a Second Priority Obligation unless the rights and interests of all other Junior Secured Partiesreceipt is expressly prohibited by, or results from the Second Priority Claimholder’s breach of, this Agreement.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment attachment, recordation or perfection (if any) of any Liens on the Collateral securing the Senior ABL Obligations or Junior Lien Obligations granted of any Liens on the Junior Collateral securing the Term Loan Obligations, and notwithstanding any provision of the UCC, UCC or any other applicable Law law, or the Senior Loan ABL Documents or the Junior Lien Term Loan Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing any of the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor, each Junior Secured Party Collateral Agent, on behalf of itself and its Related Claimholders, hereby agrees that that: (a) any Lien on the Junior ABL Priority Collateral securing any Senior ABL Obligations now or hereafter held by or on behalf of the ABL Credit Agreement Collateral Agent, any Senior Secured Party other ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statutestatute (including any judgment lien), operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Junior Lien of the Term Loan Obligations, ; (b) any Lien on the Junior ABL Priority Collateral securing any Junior Lien Term Loan Obligations now or hereafter held by or on behalf of any Junior Lender or Junior Lien Representative (Term Loan Collateral Agent, any other Term Loan Claimholders or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statutestatute (including any judgment lien), operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior ABL Priority Collateral securing any Senior of the ABL Obligations, in each case as provided in this Agreement ; (c) all Liens on the ABL Priority Collateral securing any ABL Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights ABL Priority Collateral securing any Term Loan Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien on the ABL Priority Collateral securing any other obligation of the Obligors or any other Person; (d) any Lien on the Term Loan Priority Collateral securing any Term Loan Obligations now or hereafter held by or on behalf of any Term Loan Collateral Agent, any other Term Loan Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute (including any judgment lien), operation of law, subrogation or otherwise, shall be senior in all respects and interests prior to any Lien on the Term Loan Priority Collateral securing any of the ABL Obligations; (e) any Lien on the Term Loan Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of the ABL Credit Agreement Collateral Agent, any other ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute (including any judgment lien), operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any of the Term Loan Obligations; and (f) all Liens on the Term Loan Priority Collateral securing any Term Loan Obligations shall be and remain senior in all respects and prior to all Liens on the Term Loan Priority Collateral securing any ABL Obligations for all purposes, whether or not such Liens securing any Term Loan Obligations are subordinated to any Lien on the Term Loan Priority Collateral securing any other Junior Secured Partiesobligation of the Obligors or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior and prior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior and prior in all respects to any Lien on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person; and (c) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in each case as provided all respects to any Lien on the Collateral securing any Second Lien Obligations up to but not exceeding the Second Lien Cap Amount (but only with respect to such excess amounts). All Liens securing Excess First Lien Obligations will be senior in all respects and prior to any Lien on the Collateral securing any Excess Second Lien Obligations and all Liens securing any Excess Second Lien Obligations will be junior and subordinate in all respects and prior to any Lien securing Excess First Lien Obligations. The subordination of Liens securing Second Lien Obligations to Liens securing First Lien Obligations in this Agreement affects only the relative priority of those Liens, and (y) equal and ratable does not subordinate the Second Lien Obligations in all respects with right of payment to the rights and interests of all other Junior Secured Parties.First Lien

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Trustee, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement ; and (c) all Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner manner, or order of grant, attachment at- tachment, or perfection (if any) of any Liens securing (or purportedly securing) the Senior ABL Revolving Obligations with respect to the Collateral or Junior of any Liens securing (or purportedly securing) the Term Obligations with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations granted on relating to the Junior Collateral period) before or after the commencement of any Insolvency Proceed- ing) and notwithstanding any contrary provision of the UCC, the PPSA or any other applicable Law law or the Senior ABL Revolving Loan Documents or the Junior Lien Term Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateralas applicable, or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing (or purportedly securing) any of the Senior Obligations or the Junior Lien Obligations Obligations, or any other circumstance whatsoever, each Junior Secured Party agrees that : (a) any Lien on with respect to the Junior ABL Revolving Priority Collateral securing any Senior ABL Revolving Obligations now or hereafter held by or on behalf of of, or created for the benefit of, the ABL Revolving Collateral Agent or any Senior Secured Party ABL Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, opera- tion of law, subrogation or otherwise, shall, until the Discharge of ABL Revolving Obligations has occurred, be senior in all respects and prior to any Lien with respect to the ABL Revolving Priority Collateral securing any Term Obligations; (b) any Lien with respect to the Notes Priority Collateral securing any Term Obliga- tions now or hereafter held by or on behalf of, or created for the benefit of, each Term Agent or any Term Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall, until the Discharge of Term Obligations has occurred, be senior in all respects and prior to any Lien with respect to the Notes Priority Collateral securing any ABL Revolving Obligations; (c) any Lien with respect to the ABL Revolving Priority Collateral securing any Term Obligations now or hereafter held by or on behalf of, or created for the benefit of, each Term Agent, any Term Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects and prior to any Lien on all Liens with respect to the Junior ABL Revolving Priority Collateral securing any Junior Lien ABL Revolving Obligations, ; and (bd) any Lien on with respect to the Junior Notes Priority Collateral securing any Junior Lien ABL Revolv- ing Obligations now or hereafter held by or on behalf of, or created for the benefit of, the ABL Revolving Collateral Agent, any Junior Lender or Junior Lien Representative (ABL Revolving Claimholders or any other agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation sub- rogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on with respect to the Junior Notes Priority Collateral securing any Senior Term Obligations, in each case as . The subordination of Liens provided for in this Agreement shall continue to be effective with re- spect to any part of the Collateral from and after the date hereof whether such Liens are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction or otherwise, and whether as a result of any action taken by any Term Agent or the ABL Revolving Collateral Agent, as applicable, or any failure by such Person to take any action with respect to any financing statement (y) equal and ratable in- cluding any amendment to or continuation thereof), mortgage or other perfection document, or otherwise. Notwithstanding anything in all respects with this Section 2.1 to the rights and interests contrary, no Term Agent or ABL Revolving Collateral Agent shall have any obligation to ensure or enforce the priority of all other Junior Secured Partiesliens described herein.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Pari Tranche Obligations granted on the Junior Collateral or of any Liens securing the Credit Agreement Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Pari Tranche Note Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Credit Agreement Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Pari Tranche Collateral Agent, on behalf of itself and the Pari Tranche Claimholders, and the Credit Agreement Collateral Agent, on behalf of itself and the Credit Agreement Claimholders, hereby agree that: (ai) Subject to Sections 2.2(c) and (d) below, any Lien on the Junior Collateral securing any Senior Credit Agreement Obligations now or hereafter held by or on behalf of the Credit Agreement Collateral Agent or any Senior Secured Party Credit Agreement Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior pari passu and equal in all respects and prior to with any Lien on the Junior Collateral securing any Junior Lien Pari Tranche Obligations; and (ii) Subject to Sections 2.2(c) and (d) below, (b) any Lien on the Junior Collateral securing any Junior Lien Pari Tranche Obligations now or hereafter held by or on behalf of the Pari Tranche Collateral Agent, any Junior Lender or Junior Lien Representative (Pari Tranche Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior pari passu and subordinate equal in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Credit Agreement Obligations. (iii) It is the intention of the Pari Tranche Claimholders and the Credit Agreement Claimholders that the Pari Tranche Obligations and the Credit Agreement Obligations bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Pari Tranche Obligations or the Credit Agreement Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than any other Pari Tranche Obligations or Credit Agreement Obligations), in each case as provided in this Agreement and (y) equal any of the Pari Tranche Obligations or Credit Agreement Obligations do not have an enforceable security interest in any of the Collateral securing any other Pari Tranche Obligations or Credit Agreement Obligations and/or (z) any intervening security interest exists securing any other obligations (other than Pari Tranche Obligations or Credit Agreement Obligations) on a basis ranking prior to the security interest of such Pari Tranche Obligations or Credit Agreement Obligations but junior to the security interest of any other Pari Tranche Obligations or Credit Agreement Obligations or (ii) the existence of any Collateral for any other Pari Tranche Obligations or Credit Agreement Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Pari Tranche Obligations or Credit Agreement Obligations, an “Impairment” of such Pari Tranche Obligations or Credit Agreement Obligations);. In the event of any Impairment with respect to Pari Tranche Obligations or Credit Agreement Obligations, the results of such Impairment shall be borne solely by the holders of such Pari Tranche Obligations or Credit Agreement Obligations, and ratable in all respects with the rights and interests of all the holders of such Pari Tranche Obligations or Credit Agreement Obligations set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of Pari Tranche Obligations or Credit Agreement Obligations subject to such Impairment. Additionally, in the event the Pari Tranche Obligations or Credit Agreement Obligations are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Tranche Obligations or Credit Agreement Obligations or the documents governing such Pari Tranche Obligations or Credit Agreement Obligations shall refer to such obligations or such documents as so modified. (iv) Notwithstanding anything to the contrary contained herein, with respect to any Collateral for which a third party (other Junior Secured Partiesthan a Pari Tranche Claimholder or a Credit Agreement Claimholder) has a lien or security interest that is junior in priority to the security interest of any Pari Tranche Obligations or Credit Agreement Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Pari Tranche Obligations or Credit Agreement Obligations (such third party an “Intervening Creditor”), the value of any Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Collateral or Proceeds to be distributed in respect of the Pari Tranche Obligations or Credit Agreement Obligations with respect to which such Impairment exists.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Priority Lien Obligations granted on the Junior Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior ABL Loan Documents or the Junior Priority Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Documents or any defect or deficiencies in, or failure to perfect, or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, or the subordination (by equitable subordination or otherwise) of, the Liens securing the Senior ABL Obligations or the Junior Priority Lien Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of itself and/or the ABL Claimholders, the Collateral Trustee and each Junior Secured Party Priority Lien Representative, for itself on behalf of the respective Priority Lien Claimholders hereby each agrees that that: (a) any Lien of the ABL Agent on the Junior Collateral securing any Senior Obligations ABL Collateral, whether now or hereafter held by or on behalf of the ABL Agent or any Senior Secured Party ABL Claimholder or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Collateral securing any Junior Priority Lien Obligations, ; and (b) any Lien of the Collateral Trustee or any Priority Lien Representative on the Junior Collateral securing any Junior Lien Obligations Shared Collateral, whether now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of the Collateral Trustee or any other Priority Lien Representative, any Priority Lien Claimholder or any agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects and prior to the rights and interests of the Senior Secured Parties and all any Liens on the Junior Shared Collateral securing which may secure any Senior ABL Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Second Priority Obligations granted on the Junior Collateral or of any Liens securing the First Priority Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Priority Indenture Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien First Priority Obligations or any other circumstance whatsoever, each Junior whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Priority Collateral Agent, on behalf of itself and the Second Priority Secured Party Parties, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Priority Obligations now or hereafter held by or on behalf of the First Priority Collateral Agent or any Senior Secured Party First Priority Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior and prior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Second Priority Obligations, ; (b) any Lien on the Junior Collateral securing any Junior Lien Second Priority Obligations now or hereafter held by or on behalf of the Second Priority Collateral Agent, any Junior Lender or Junior Lien Representative (Second Priority Secured Parties or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Priority Obligations. All Liens on the Collateral securing any First Priority Obligations shall be and remain senior and prior in all respects to any Lien on the Collateral securing any Second Priority Obligations for all purposes, whether or not such Liens securing any First Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person; and (c) any Lien on the Collateral securing any Excess First Priority Obligations now or hereafter held by or on behalf of the First Priority Collateral Agent, any First Priority Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in each case as provided all respects to any Lien securing any Second Priority Obligations on the Collateral securing any Second Priority Obligations up to but not exceeding the Second Priority Cap Amount (but only with respect to such excess amounts). All Liens securing Excess First Priority Obligations will be senior in all respects and prior to any Lien on the Collateral securing any Excess Second Priority and all Liens securing any Excess Second Priority Obligations will be junior and subordinate in all respects and prior to any Lien securing Excess First Priority Obligations. The subordination of Liens securing Second Priority Obligations to Liens securing First Priority Obligations in this Agreement affects only the relative priority of those Liens, and does not subordinate either the Second Priority Obligations in right of payment to the First Priority Obligations. Nothing in this Agreement will affect the entitlement of any Second Priority Claimholder to receive and retain required payments of interest, principal, and other amounts in respect of any Second Priority Obligation unless the receipt is the direct or indirect result of the exercise by the Second Priority Collateral Agent or any Second Priority Secured Parties of rights or remedies as a secured creditor (yincluding set-off and recoupment) equal and ratable or enforcement in all respects with the rights and interests contravention of all other Junior Secured Partiesthis Agreement of any Lien held by any of them.

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

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Term Loan Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Term Loan Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or the Junior Lien Term Loan Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that the Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders and the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders hereby agree that: (a) any Lien of the Revolving Credit Collateral Agent on the Junior Collateral securing any Senior Obligations Revolving Credit Primary Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Senior Secured Party Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior Revolving Credit Primary, Collateral securing any Junior Lien Term Loan Obligations, ; and (b) any Lien of the Term Loan Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Term Loan Primary Collateral, whether now or hereafter held by or on behalf of the Term Loan Collateral Agent, any Junior Lender or Junior Lien Representative (Term Loan Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Term Loan Primary Collateral securing any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on with respect to the Junior Collateral or of any Liens securing the First Lien Obligations granted with respect to the Collateral and notwithstanding any contrary provision of the UCC, UCC or any other applicable Law law or the Senior Loan First Lien Documents or the Junior Second Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that Second Lien Trustee and the First Lien Agent hereby agree that: (a) subject to the last sentence of this Section 2.1, any Lien on with respect to the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of of, or created for the benefit of, First Lien Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, therefore shall be senior in right, priority, operation, effect and all other respects to any Lien with respect to the Collateral securing any Second Lien Obligations; and (b) subject to the last sentence of this Section 2.1, any Lien with respect to the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of, or created for the benefit of, Second Lien Trustee, any Second Lien Claimholders or any agent or trustee therefor shall be junior and subordinate in right, priority, perfection, operation, effect and all other respects to all Liens with respect to the Collateral securing any First Lien Obligations. Subject to the last sentence of this Section 2.1, all Liens with respect to the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to any Lien on all Liens with respect to the Junior Collateral securing any Junior Second Lien ObligationsObligations for all purposes, (b) whether or not such Liens securing any First Lien Obligations are subordinated to any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by other obligation of any Junior Lender or Junior Lien Representative (Grantor or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be person (x) junior and subordinate in all respects but only to the rights and interests extent that such subordination is permitted pursuant to the terms of the Senior Secured Parties First Lien Credit Agreement and all Liens on the Junior Collateral securing Second Lien Indenture, or as contemplated in Section 6.2). The foregoing and any Senior Obligationsother provision to the contrary contained in this Agreement notwithstanding, in each case except as expressly provided in this Agreement Agreement, First Lien Agent agrees not to contractually subordinate its Lien in any Collateral to the Lien of any other creditor of Grantors (other than with respect to purchase money liens and (ycapitalized lease obligations) equal and ratable in all respects with without the rights and interests prior written consent of all other Junior Secured PartiesSecond Lien Trustee.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Priority Obligations granted on the Collateral or of any Liens securing the Junior Priority Obligations granted on the Collateral and notwithstanding any provision of the any UCC, the PPSA or any other applicable Law law or the Senior Loan Priority Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Priority Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Priority Obligations or the Junior Lien Priority Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, the 2016 Secured Notes Collateral Agent, on behalf of itself and the 2016 Secured Notes Claimholders, the Senior Priority Fixed Asset Collateral Agent, on behalf of itself and the Senior Priority Fixed Asset Claimholders and the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, hereby each Junior Secured Party agrees that that: (a) a)any Lien of any Lien Senior Priority Collateral Agent on the Junior Collateral securing any Senior Obligations Priority Obligations, whether now or hereafter held by or on behalf of any Senior Secured Party Priority Collateral Agent or any Senior Priority Claimholders or any agent or trustee therefor, regardless -14- of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior Collateral securing any Junior Priority Obligations; and (b)any Lien Obligations, (b) any Lien of the Junior Priority Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Priority Obligations, whether now or hereafter held by or on behalf of the Junior Priority Collateral Agent, any Junior Lender or Junior Lien Representative (Priority Claimholder or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Priority Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any Senior Priority Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Junior Priority Obligations for all purposes, whether or not such Liens securing any Senior Priority Obligations are subordinated to any Lien securing any other obligation of all the Borrower, any Grantor or any other Junior Secured PartiesPerson or otherwise subordinated, voided, avoided, invalidated or lapsed.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior and prior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior and prior in all respects to any Lien on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person; and (c) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in each case as provided all respects to any Lien on the Collateral securing any Second Lien Obligations up to but not exceeding the Second Lien Cap Amount (but only with respect to such excess amounts). All Liens securing Excess First Lien Obligations will be senior in all respects and prior to any Lien on the Collateral securing any Excess Second Lien Obligations and all Liens securing any Excess Second Lien Obligations will be junior and subordinate in all respects and prior to any Lien securing Excess First Lien Obligations. The subordination of Liens securing Second Lien Obligations to Liens securing First Lien Obligations in this Agreement affects only the relative priority of those Liens, and (y) equal does not subordinate the Second Lien Obligations in right of payment to the First Lien Obligations. Nothing in this Agreement will affect the entitlement of any Second Lien Claimholder to receive and ratable retain required payments of interest, principal, and other amounts in all respects with respect of a Second Lien Obligation unless the rights and interests of all other Junior Secured Partiesreceipt is expressly prohibited by, or results from the Second Lien Claimholder’s or Second Lien Collateral Agent’s breach of, this Agreement.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Loan Second Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Party Parties, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior First Lien Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior of the Second Lien Obligations, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise; and (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Secured Parties or any other agent or trustee therefore) therefor regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Pledgor or any other Person. The Second Lien Collateral Agent for itself and interests on behalf of the Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as security for the First Lien Obligations shall be and remain senior in all other Junior Secured Partiesrespects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or First Lien Obligations, the Junior Lien Obligations subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent, for itself and on behalf of each Junior Secured Party other Second Lien Claimholder, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

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

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

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior ABL Obligations or Junior Lien and/or the Fixed Asset Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior ABL Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Fixed Asset Loan Documents or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior ABL Obligations or the Junior Lien Obligations Fixed Asset Obligations, the subordination of such Liens to any Liens securing other obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings or any other Grantor, each Junior Secured Party agrees that ABL Collateral Agent, on behalf of itself and the ABL Claimholders represented by it, and each Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders represented by it, each hereby agree that: (a) any Lien on the Junior ABL Priority Collateral securing any Senior ABL Obligations now or hereafter held by or on behalf of any Senior Secured Party ABL Collateral Agent or any ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Junior Lien Fixed Asset Obligations, ; and (b) any Lien on the Junior Fixed Asset Priority Collateral securing any Junior Lien Fixed Asset Obligations now or hereafter held by or on behalf of any Junior Lender or Junior Lien Representative (Fixed Asset Collateral Agent, any Fixed Asset Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Fixed Asset Priority Collateral securing any Senior ABL Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

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