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

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders of any Series may continue, at any time and without notice to any Second First Lien Collateral Agent or Claimholder of any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each Second Lien Representative and each Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each each other First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to any Representative or Collateral Agent and the First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which there has been a Discharge of such Series of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 2.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Secured Parties may continue, at any time and without notice to any Second Lien Collateral Agent Representative or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSecured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each Second Lien Collateral AgentRepresentative, on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersSecured Parties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, trustee or similar Person person for the Borrower or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Secured Parties may continue, at any time and without notice to any the Second Lien Collateral Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSecured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Obligor Loan Party constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each The Second Lien Collateral Agent, on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersSecured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any Obligor other Loan Party shall include the Borrowers or such Obligor Loan Party as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrowers or similar Person for any Obligor other Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First First-Lien Claimholders and the Second Lien Claimholders Secured Parties may continue, at any time and without notice to any Second the Second-Lien Collateral Agent or any other Second Second-Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSecured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor other Grantor constituting First Lien Obligations or Second First-Lien Obligations in reliance hereon. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersSecured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Agent, the other Second-Lien Secured Parties and the Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Credit Agreement terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the First-Lien Agent, the other First-Lien Secured Parties and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Secured Parties under Section 6.5 hereof.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other Second Lien Claimholder or any First subject to the Second Lien Collateral Agent or any other First Lien ClaimholderCredit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereonhereof. Each The Second Lien Collateral Agent, on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Company or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second Lien Collateral Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) with respect to the First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First First-Lien Claimholders and the Second Lien Claimholders Creditors may continue, at any time and without notice to any Second the Second-Lien Collateral Agent or any other Second Second-Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor other Grantor constituting First Lien Obligations or Second First-Lien Obligations in reliance hereon. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersCreditors, hereby waives agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any right it may have under applicable law to revoke this Agreement or any of the provisions provision of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Notes Documents terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 hereof.

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

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

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

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders of any Series may continue, at any time and without notice to any Second First Lien Collateral Agent or Claimholder of any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each Second Lien Representative and each Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each each other First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to any Representative or Collateral Agent and the First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Claimholders are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable First Lien Documents, subject to the rights of the First Lien Claimholders under Section 2.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien North America ABL Claimholders and the Second Notes Pari Passu Lien Claimholders may continue, at any time and without notice to any Second Lien Collateral other Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor constituting First Lien Obligations or Second Lien Obligations other Grantor in reliance hereonhereof. Each Second Lien of the North America ABL Agent and the Notes Collateral AgentTrustee, on behalf of itself and its Related Second the other North America ABL Claimholders and the Notes Pari Passu Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholdersrespectively, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-possession and any receiver, trustee or similar Person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders of any Series may continue, at any time and without notice to any Second First Lien Collateral Agent or Claimholder of any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each Second Lien Representative and each Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each each other First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to any Representative or Collateral Agent and the First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Claimholders are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable First Lien Documents, subject to the rights of the First Lien Claimholders under Section 2.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

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

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

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Secured Parties may continue, at any time and without notice to any the Second Lien Collateral Agent Representative or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSecured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each The Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersSecured Parties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

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

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Parity Lien Claimholders and the Second Lien Claimholders of any Series may continue, at any time and without notice to any Second Parity Lien Collateral Agent or Claimholder of any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Parity Lien Obligations in reliance hereon. Each Second Lien Representative and each Collateral Agent, on behalf of itself and its Related Second each other Parity Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to any Representative or Collateral Agent and the Parity Lien Claimholders represented by such Representative or Collateral Agent and their Parity Lien Obligations, on the date on which no Parity Lien Obligations of such Parity Lien Claimholders are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable Parity Lien Documents, subject to the rights of the Parity Lien Claimholders under Section 2.6 of the Parity Lien Intercreditor Agreement; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Senior Lien Claimholders may continue, at any time and without notice to any Second Junior Lien Collateral Agent Representative or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Junior Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor the Company or Centrus constituting First Lien Obligations or Second Senior Lien Obligations in reliance hereon. Each Second Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and its Related Second each other Junior Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to any Obligor the Company shall include such Obligor the Company as debtor and debtor-in-possession and any receiver, trustee or similar Person person acting for any Obligor the Company (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First First-Lien Claimholders and the Second Lien Claimholders Creditors may continue, at any time and without notice to any Second the Second-Lien Collateral Agent or any other Second Second-Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Parent Borrower or any Obligor other Grantor constituting First Lien Obligations or Second First-Lien Obligations in reliance hereon. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the other Second-Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersCreditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Parent Borrower or any Obligor other Grantor shall include the Parent Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Parent Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Credit Agreement terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the U.S. First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5.

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

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

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Senior Claimholders may continue, at any time and without notice to any Second the Third Lien Collateral Agent Representative or any other Second Third Lien Claimholder or any First subject to the Third Lien Collateral Agent or any other First Lien ClaimholderLoan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Senior Obligations in reliance hereon. Each Second The Third Lien Representative and the Third Lien Collateral Agent, on behalf of itself and its Related Second the Third Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of and the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Third Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This Except as set forth herein, this is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Senior Revolving Claimholders may continue, at any time and without notice to any Second Lien Collateral the Term Administrative Agent or any other Second Lien Term Claimholder or any First Lien Collateral Agent or any other First Lien Claimholdersubject to the Term Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor constituting First Lien Obligations or Second Lien Obligations Senior Indebtedness in reliance hereonhereof. Each Second Lien Collateral The Term Administrative Agent, on behalf of itself and its Related Second Lien the Term Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives Agreement absent fraud or material misrepresentation by any right it may have under applicable law other party hereto with respect to revoke this Agreement or any of the provisions of this Agreementtransactions contemplated hereby. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Obligor shall include the Borrower or such Obligor as debtor and debtor-in-debtor in possession and any receiver, receiver or trustee for the Borrower or similar Person for any other Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (a) with respect to the Term Administrative Agent, the Term Claimholders and the Second Lien Obligations, upon the later of (i) the date upon which the obligations under the Second Lien Term Loan Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (ii) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (b) with respect to the Senior Indebtedness Representative, the Senior Revolving Claimholders and the Senior Indebtedness, the date on which the Senior Indebtedness is paid in full in cash and all of the Commitments of the Senior Revolving Claimholders have expired or been terminated, subject to the rights of the Senior Revolving Claimholders under Section 6.5.

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Secured Parties may continue, at any time and without notice to the Second Lien Administrative Agent or any Second Lien Collateral Agent or any other Secured Party subject to the Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderLoan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor Borrower or any Grantor constituting First Lien Obligations or in reliance hereof. The Second Lien Obligations in reliance hereon. Each Second Lien Collateral Administrative Agent, on behalf of itself and its Related the Second Lien ClaimholdersSecured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each and First Lien Collateral Administrative Agent, on behalf of itself and its Related the First Lien ClaimholdersSecured Parties, each hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second Lien Administrative Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) with respect to the First Lien Administrative Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 5.6 and Section 6.5.

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Secured Parties may continue, at any time and without notice to any Second Lien Collateral Agent Representative or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSecured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersSecured Parties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of payment subordination and Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Senior Creditors may continue, at any time and without notice to any Second Lien Collateral Agent the Trustee or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSubordinated Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor other Grantor constituting First Lien Obligations or Second Lien Senior Obligations in reliance hereon. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself Trustee and its Related First Lien Claimholders, the Subordinated Creditor hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Company or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Trustee, the Subordinated Creditor and the Subordinated Obligations, upon the earlier of (A) the date on which the PIK Conversion occurs with regard to all PIK Notes and (B) later of (x) the date upon which the obligations under the Indenture terminate if there are no other Subordinated Obligations outstanding on such date and (y) if there are other Subordinated Obligations outstanding on such date, the date upon which such Subordinated Obligations terminate and (ii) with respect to the Senior Agent, the other Senior Creditors and the Senior Obligations, the date of the Discharge of Senior Obligations, subject to the rights of the Senior Creditors under Section 6.5.

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Secured Parties of any Series may continue, at any time and without notice to any Second Lien Collateral Agent or Secured Party of any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor Grantor constituting First Lien Obligations or Second Lien Secured Obligations in reliance hereon. Each Second Parity Lien Representative and the Collateral AgentTrustee, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholderseach other Secured Party represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Bankruptcy Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to any Obligor Grantor shall include such Obligor Grantor as debtor and debtor-in-possession and any receiver, trustee or similar Person person for the Issuer or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Bankruptcy Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to the Collateral Trustee, any Parity Lien Representative and the Secured Parties represented by such Parity Lien Representative and their Secured Obligations, in accordance with Sections 7 and 21 (as applicable) of the Collateral Trustee Agreement; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders of any Series may continue, at any time and without notice to any Second Lien Collateral Agent or Claimholder of any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each Second Lien Representative and each Collateral Agent, on behalf of itself and its Related each other Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to any Representative or Collateral Agent and the Second Lien Claimholders represented by such Representative or Collateral Agent and their Second Lien Obligations, on the date on which there has been a Discharge of such Series of Second Lien Obligations, subject to the rights of the Second Lien Claimholders under Section 2.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Senior Claimholders may continue, at any time and without notice to any Second Lien Collateral the Revolving and Term Loan Administrative Agent or any other Second Lien Revolving and Term Loan Claimholder or any First Lien Collateral Agent or any other First Lien Claimholdersubject to the Revolving and Term Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of Borrower or any other Obligor constituting First Lien Obligations or Second Lien Senior Obligations in reliance hereonhereof. Each Second Lien Collateral The Revolving and Term Loan Administrative Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself Revolving and its Related First Lien Term Loan Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to Borrower or any other Obligor shall include Borrower or such other Obligor as debtor and debtor-in-possession and any receiver, receiver or trustee for Borrower or similar Person for any other Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:: (a) with respect to the Senior Administrative Agent, the Senior Claimholders and the Senior Obligations, the date of Discharge of Senior Obligations, subject to Section 5.6 and the rights of the Senior Claimholders under Section 6.5; and

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to the Trustee or any Second Lien Collateral Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholder, subject to the provisions of this Agreement, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereonhereof and subject to the terms hereof. Each Second Lien Collateral AgentThe Trustee, on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law Applicable Law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references Subject to any Obligor shall include such Obligor as debtor and debtor-in-possession and any receiverSection 7.4, trustee or similar Person for any Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This this Agreement shall terminate and be of no further force and effect:, (i) with respect to the Trustee, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (x) the date upon which the Secured Obligations under the Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (y) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations are paid in full and (ii) with respect to the First Lien Agent, the First Lien Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations.

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties identified on the signature pages hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders agreement, and the Second Lien Claimholders Pari Secured Parties of either Series may continue, at any time and without notice to any Second Lien Collateral Agent or any Pari Secured Party of the other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of Entegris or any Obligor other Grantor constituting First Lien Obligations or Second Lien Pari Obligations in reliance hereon. Each Second Lien Collateral AgentRepresentative, on behalf of itself and its Related Second Lien Claimholdersthe Pari Secured Parties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to Entegris or any Obligor other Grantor shall include Entegris or such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, trustee or similar Person person for Entegris or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to any Representative or the Pari Secured Parties represented by such Representative and their Pari Obligations on the date on which no Pari Obligations of such Pari Secured Parties are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable Pari Documents, subject to the rights of the Pari Secured Parties under Section 2.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First First-Lien Claimholders and the Second Lien Claimholders Creditors may continue, at any time and without notice to any Second the Second-Lien Collateral Agent or any other Second Second-Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Parent Borrower or any Obligor other Grantor constituting First Lien Obligations or Second First-Lien Obligations in reliance hereon. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the other Second-Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersCreditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Parent Borrower or any Obligor other Grantor shall include the Parent Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Parent Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Credit Agreement terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the U.S. First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5.

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

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

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

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First First-Lien Claimholders and the Second Lien Claimholders Creditors may continue, at any time and without notice to any Second the Second-Lien Collateral Agent or any other Second Second-Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor other Grantor constituting First Lien Obligations or Second First-Lien Obligations in reliance hereon. Each Second The Second-Lien Collateral Agent, on behalf of itself Agent and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any each of the provisions Second-Lien Creditors (by its acceptance of this Agreement. Each First the benefits of the Second-Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, Note Documents) hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Note Documents terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5.

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

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Secured Parties may continue, at any time and without notice to any the Second Lien Collateral Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSecured Party (subject, however, to the provisions of Section 5.03(a)), to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereonhereof. Each The Second Lien Collateral Agent, on behalf of itself and its Related the other Second Lien ClaimholdersSecured Parties, hereby waives any right and all rights it may have under applicable law to revoke this Agreement now or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may hereafter have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second Lien Collateral Agent, the other Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) with respect to the First Lien Collateral Agent, the other First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.05.

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This Except as set forth herein, this is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Senior Revolving Claimholders may continue, at any time and without notice to any Second Lien Collateral the Term Administrative Agent or any other Second Lien Term Claimholder or any First Lien Collateral Agent or any other First Lien Claimholdersubject to the Term Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor constituting First Lien Obligations or Second Lien Obligations Senior Indebtedness in reliance hereonhereof. Each Second Lien Collateral The Term Administrative Agent, on behalf of itself and its Related Second Lien the Term Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives Agreement absent fraud or material misrepresentation by any right it may have under applicable law other party hereto with respect to revoke this Agreement or any of the provisions of this Agreementtransactions contemplated hereby. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Obligor shall include the Borrower or such Obligor as debtor and debtor-in-debtor in possession and any receiver, receiver or trustee for the Borrower or similar Person for any other Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (a) with respect to the Term Administrative Agent, the Term Claimholders and the Subordinated Obligations, upon the later of (i) the date upon which the obligations under the Second Lien Term Loan Agreement terminate if there are no other Subordinated Obligations outstanding on such date and (ii) if there are other Subordinated Obligations outstanding on such date, the date upon which such Subordinated Obligations terminate and (b) with respect to the Senior Indebtedness Representative, the Senior Revolving Claimholders and the Senior Indebtedness, the date of Discharge of Senior Indebtedness, subject to the rights of the Senior Revolving Claimholders under Section 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Specified Senior Creditors may continue, at any time and without notice to any Second Lien Collateral Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholderthe Specified Subordinated Creditors, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdings, the Borrower or any Obligor other Grantor constituting First Lien Obligations or Second Lien Specified Senior Obligations in reliance hereon. Each Second Lien Collateral AgentSpecified Subordinated Creditor hereby agrees that it will not attempt, on behalf directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions provision of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to Holdings, the Borrower or any Obligor other Grantor shall include Holdings, the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiverreceiver or trustee for Holdings, trustee the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the holders of the Second Subordinated Notes, upon Discharge of Second Subordinated Notes, (ii) with respect to the holders of the First Subordinated Notes, upon Discharge of First Subordinated Notes, (iii) with respect to CHG and the other Junior Creditors, upon Discharge of the CHG Lease Obligations and (iv) with respect to the Senior Agent and the other Senior Facilities Creditors, upon Discharge of Senior Facilities Obligations, in each case, subject to the rights of the Specified Senior Creditors under Section 9.5 hereof.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Secured Parties may continue, at any time and without notice to any the Second Lien Collateral Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSecured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor Loan Party constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each The Second Lien Collateral Agent, on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersSecured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Loan Party shall include the Borrower or such Obligor Loan Party as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate, and (ii) subject to Section 5.5, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, upon the occurrence of the Discharge of First Lien Obligations, subject to the reinstatement rights of the First Lien Secured Parties under Section 6.5.

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement Each of Lien subordination Landlord and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to any Second Lien Collateral Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each Second Lien Tenant Financing Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholderseach other Tenant Financing Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to any Obligor Tenant shall include such Obligor Tenant as debtor and debtor-in-possession and any receiver, trustee or similar Person person for any Obligor (as the case may be) Tenant in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect on the earlier to occur of (x) the date on which there has been a Discharge of Non-CPLV Lease Obligations and (y) the date on which there has been a Discharge of Tenant Financing Obligations, in each case, subject to Section 5.4 and Section 6.4; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First First-Lien Claimholders and the Second Lien Claimholders Creditors may continue, at any time and without notice to any Second the Second-Lien Collateral Agent or any other Second Second-Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor other Grantor constituting First Lien Obligations or Second First-Lien Obligations in reliance hereon. Each Second The Second-Lien Collateral Agent, on behalf of itself Agent and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any each of the provisions Second-Lien Creditors (by its acceptance of this Agreement. Each First the benefits of the Second-Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, Note Documents) hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a �subordination agreement� within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Note Indenture terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5.

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to any Second Lien Collateral Agent Representative or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor one or more of the Loan Parties constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and its Related each other Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to any Obligor Loan Party shall include such Obligor Loan Party as debtor and debtor-in-possession and any receiver, trustee or similar Person person for any Obligor Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other Second Lien Claimholder or any First subject to the Second Lien Collateral Agent or any other First Lien ClaimholderCredit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereonhereof. Each The Second Lien Collateral Agent, for itself and on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second Lien Collateral Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) with respect to the First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination (as opposed to an agreement of debt or claim subordination), and each of the First Lien ABL Claimholders and the Second Lien Term Debt Claimholders may continue, at any time and without notice to any Second Lien Collateral Agent or any the other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderAgent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor constituting First Lien Obligations or Second Lien Obligations Grantor in reliance hereon. Each Second Lien Collateral Agentof the Agents, on behalf of itself the ABL Claimholders and its Related Second Lien the Term Debt Claimholders, as applicable, hereby irrevocably, absolutely, and unconditionally waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the ABL Claimholders and the Term Debt Claimholders, as applicable, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Obligor Grantor shall include such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee or similar Person for any Obligor Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Subject to Section 5.5, this Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First First-Lien Claimholders and the Second Lien Claimholders Creditors may continue, at any time and without notice to any Second the Second-Lien Collateral Agent or any other Second Second-Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor Grantor constituting First Lien Obligations or Second First-Lien Obligations in reliance hereon. Each Second First-Lien and Second-Lien Collateral Agent, on behalf of itself and its Related Second the First-Lien Claimholdersand Second-Lien Creditors, respectively, hereby waives agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any right it may have under applicable law to revoke this Agreement or any of the provisions provision of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Obligor Grantor shall include such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee or similar Person for any Obligor Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, the date of the Discharge of Second-Lien Obligations and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 hereof.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First First-Lien Claimholders and the Second Lien Claimholders Creditors may continue, at any time and without notice to any Second the Second-Lien Collateral Agent or any other Second Second-Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor other Grantor constituting First Lien Obligations or Second First-Lien Obligations in reliance hereon. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the other Second-Lien ClaimholdersCreditors, hereby waives agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any right it may have under applicable law to revoke this Agreement or any of the provisions provision of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, E-24 in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Subordinated Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Subordinated Notes Documents terminate if there are no other Second-Lien Subordinated Obligations outstanding on such date and (2) if there are other Second-Lien Subordinated Obligations outstanding on such date, the date upon which such Second-Lien Subordinated Obligations terminate and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 of this Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other Second Lien Claimholder or any First subject to the Second Lien Collateral Agent or any other First Lien ClaimholderDocuments, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereonhereof. Each The Second Lien Collateral Agent, on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each and First Lien Collateral Agent, on behalf of itself and its Related the First Lien Claimholders, each hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Company or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second Lien Collateral Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Indenture terminate and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) with respect to the First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 5.6 and Section 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to any the Second Lien Collateral Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of either Borrower or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each The Second Lien Collateral Agent, on behalf of itself and its Related each Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersClaimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to either Borrower or any Obligor other Grantor shall include such Obligor Borrower or such Grantor as debtor and debtor-in-possession and any receiver, trustee or similar Person person for either Borrower or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to any Second Lien Collateral Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Second Lien ClaimholderClaimholder subject to the Second Lien Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereonhereof. Each Second Lien Collateral Agent, on behalf of itself and its Related the applicable Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to an Issuer or any other Obligor shall include such Obligor Person as debtor and debtor-in-possession and any receiver, receiver or trustee for such Issuer or similar Person for any other Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect upon the Discharge of Second Lien Obligations or if all Second Lien Obligations (other than the CIT Leasing Support Obligations) become unsecured obligations as contemplated under the Second Lien Documents in the event of an upgrade to an investment grade credit rating.

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement Each of Lien subordination Landlord and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to any Second Lien Collateral Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each Second Lien Tenant Financing Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholderseach other Tenant Financing Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to any Obligor Tenant shall include such Obligor Tenant as debtor and debtor-in-possession and any receiver, trustee or similar Person person for any Obligor (as the case may be) Tenant in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect on the earlier to occur of (x) the date on which there has been a Discharge of CPLV Lease Obligations and (y) the date on which there has been a Discharge of Tenant Financing Obligations, in each case, subject to Section 5.4 and Section 6.4; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of termination.

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Creditors may continue, at any time and without notice to any Second Lien Collateral Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of Parent or any Obligor other Grantor constituting First First-Lien Obligations or Second Second-Lien Obligations Obligations, as applicable, in reliance hereon. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right the respective Creditors for which it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien is acting as Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to Parent or any Obligor other Grantor shall include Parent or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for Parent or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, the date of the Discharge of Second-Lien Obligations, subject to the rights of Second-Lien Creditors under Section 8.13 herein and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 hereof.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to the Second Lien Administrative Agent or any Second Lien Collateral Agent or any other Claimholder subject to the Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCredit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of Company or any Obligor Grantor constituting First Lien Obligations or in reliance but subject to the terms hereof. The Second Lien Obligations in reliance hereon. Each Second Lien Collateral Administrative Agent, on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each and First Lien Collateral Administrative Agent, on behalf of itself and its Related the First Lien Claimholders, each hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to Company or any Obligor other Grantor shall include Company or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for Company or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second Lien Administrative Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) with respect to the First Lien Administrative Agent, the First Lien Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 5.6 and Section 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders Secured Parties of any Series may continue, at any time and without notice to any Second First Lien Collateral Agent or Secured Party of any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. Each Second Lien Representative and each Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersSecured Parties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to any Representative or Collateral Agent or the First Lien Secured Parties represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Secured Parties are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable First Lien Documents, subject to the rights of the First Lien Secured Parties under Section 2.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Lien Claimholders and the Second Lien Fixed Assets Claimholders of any Series may continue, at any time and without notice to any Second Lien Collateral Agent or Fixed Assets Claimholder of any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Lien Fixed Assets Obligations in reliance hereon. Each Second Lien Representative and each Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholderseach other Fixed Assets Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to any Representative or Collateral Agent and the Fixed Assets Claimholders represented by such Representative or Collateral Agent and their Fixed Assets Obligations, on the date on which no Fixed Assets Obligations of such Fixed Assets Claimholders are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable Fixed Assets Documents, subject to the rights of the Fixed Assets Claimholders under Section 2.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First Lien ABL Claimholders, the Senior Term Claimholders and the Second Lien Junior Term Claimholders may continue, at any time and without notice to any Second Lien Collateral other Agent or any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Parent Borrower or any Obligor constituting First Lien Obligations or Second Lien Obligations Grantor in reliance hereonhereof. Each Second Lien The ABL Collateral Agent, on behalf of itself and its Related Second Lien Claimholdersthe ABL Claimholders represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien each Senior Term Collateral Agent, on behalf of itself and its Related First Lien Claimholdersthe Senior Term Claimholders represented by it, and each Junior Term Collateral Agent, on behalf of itself and the Junior Term Claimholders represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to the Parent Borrower or any Obligor other Grantor shall include the Parent Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, trustee or similar Person person for the Parent Borrower or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Parity Lien Claimholders and the Second Lien Claimholders of any Series may continue, at any time and without notice to any Second Parity Lien Collateral Agent or Claimholder of any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Parity Lien Obligations in reliance hereon. Each Second Lien Representative and each Collateral Agent, on behalf of itself and its Related Second each other Parity Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to any Representative or Collateral Agent and the Parity Lien Claimholders represented by such Representative or Collateral Agent and their Parity Lien Obligations, on the date on which no Parity Lien Obligations of such Parity Lien Claimholders are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable Parity Lien Documents, subject to the rights of the Parity Lien Claimholders under Section 2.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First First-Lien Claimholders and the Second Lien Claimholders Creditors may continue, at any time and without notice to any Second the Second-Lien Collateral Agent or any other Second Second-Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor Grantor constituting First Lien Obligations or Second First-Lien Obligations in reliance hereon. Each Second First-Lien and Second-Lien Collateral Agent, on behalf of itself and its Related Second the First-Lien Claimholdersand Second-Lien Creditors, respectively, hereby waives agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any right it may have under applicable law to revoke this Agreement or any of the provisions provision of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Obligor Grantor shall include such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, receiver or trustee or similar Person for any Obligor Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, the date of the Discharge of Second-Lien Obligations and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 hereof.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and each of the First Parity Lien Claimholders and the Second Lien Claimholders of any Series may continue, at any time and without notice to any Second Parity Lien Collateral Agent or Claimholder of any other Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor Grantor constituting First Lien Obligations or Second Parity Lien Obligations in reliance hereon. Each Second Lien Representative and each Collateral Agent, on behalf of itself and its Related Second each other Parity Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any Obligor other Grantor shall include the Company or such Obligor Grantor as debtor and debtor-in-debtor in possession and any receiver, trustee or similar Person person for the Company or any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:effect with respect to any Representative or Collateral Agent and the Parity Lien Claimholders represented by such Representative or Collateral Agent and their Parity Lien Obligations, on the date on which no Parity Lien Obligations of such Parity Lien Claimholders are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable Parity Lien Documents, subject to the rights of the Parity Lien Claimholders under Section 2.6; provided, however, that such termination shall not relieve any such party of its obligations Incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement, which the parties hereto expressly acknowledge is a continuing agreement of Lien “subordination and each agreement” under Section 510(a) of the Bankruptcy Code, shall, for the avoidance of any doubt, be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. The First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to the Second Lien Lender or any Second Lien Collateral Agent or any other Claimholder subject to the Second Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCredit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor Grantor constituting First Lien Obligations or Second Lien Secured Obligations in reliance hereonhereof. Each The Second Lien Collateral AgentLender, for itself and on behalf of itself and its Related the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second Lien Lender, the Second Lien Claimholders and the Second Lien Secured Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Secured Obligations outstanding on such date and (2) if there are other Second Lien Secured Obligations outstanding on such date, the date upon which such Second Lien Secured Obligations terminate, provided that any such termination shall not be effective if the events described in clauses (1) or (2) occur as a result of any violation of this Agreement on or prior to such termination and shall be subject to reinstatement as provided in Section 6.5 and (ii) with respect to the First Lien Trustee, the First Lien Claimholders and the First Lien Secured Obligations, the date of Discharge of First Lien Secured Obligations, subject to the rights of the First Lien Claimholders under Section 6.4.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien lien subordination and each of the First First-Lien Claimholders and the Second Lien Claimholders Creditors may continue, at any time and without notice to any Second the Second-Lien Collateral Agent or any other Second Second-Lien Claimholder or any First Lien Collateral Agent or any other First Lien ClaimholderCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Obligor Grantor constituting First Lien Obligations or Second First-Lien Obligations in reliance hereonhereof. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien ClaimholdersCreditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any Obligor other Grantor shall include the Borrower or such Obligor Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for the Borrower or similar Person for any Obligor other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:, (i) with respect to the Second-Lien Collateral Agent, the Second-Lien Creditors and the Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Credit Agreement terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which such Second-Lien Obligations terminate and (ii) with respect to the First-Lien Collateral Agent, the First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5.