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

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Agent, on behalf of itself and the applicable Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Claimholder subject to the Second Lien Note Facility Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Collateral Agent, on behalf of itself and the applicable Secured PartiesSecond 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 which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver receiver, trustee or trustee similar person for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination. The Second Lien Collateral Agent, for itself and on behalf of itself and the applicable Secured Partieseach other Second Lien Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver receiver, trustee or trustee similar Person for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the Revolving Credit Collateral Agent, on behalf of itself the Revolving Credit Claimholders and the applicable Secured PartiesCollateral Trustee, the Term Priority Lien Claimholders and the Subordinated Lien Claimholders may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of Lien subordination and the Revolving Secured Parties may continue, at any time and without notice to the Term Collateral Agent or any Term Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting Revolving Obligations in reliance hereon. The Term Collateral Agent, on behalf of itself and the applicable Term Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each The Credit Agreement Claimholders may continue, at any time and without notice to the Pari Tranche Collateral Agent or any Pari Tranche Claimholder subject to the Pari Tranche Note Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting Credit Agreement Obligations in reliance hereof. The Pari Tranche Collateral Agent, on behalf of itself and the applicable Secured PartiesPari Tranche 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 which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

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 and the Claimholders may continue, at any time and without notice to any other Claimholders, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting Obligations in reliance hereon. Each Collateral AgentRepresentative, on behalf of itself and the applicable Secured Partieseach other 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. 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 which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in possession and any receiver receiver, receiver-manager, trustee, monitor or trustee similar person for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Agent, on behalf This is a continuing agreement of itself lien subordination and the applicable Secured PartiesWorking Capital Claimholders, hereby waives the Term Loan Claimholders and any right it Additional Claimholders may have under applicable law each continue, at any time and without notice to revoke this Agreement the other Claimholders, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any of the provisions of this AgreementGrantor constituting Working Capital Obligations, Term Loan Obligations or Additional Obligations, as applicable, in reliance hereof. 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 which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect upon the Discharge of Working Capital Obligations (in accordance with the provisions hereof), except for Section 5.3 and the provisions of this Section 8 as they relate to Section 5.3, and subject to reinstatement in accordance with Section 6.7.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the Revolving Credit Claimholders and Term Loan Claimholders may continue, at any time and without notice to any Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of the any Grantor in reliance hereon. Each Collateral Agentof the Agents, on behalf of itself and the applicable Secured PartiesRevolving Credit Claimholders or the Term Loan Claimholders, as the case may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each Borrower or the any other Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties heretohereto on the date hereof. Each This is a continuing agreement of lien subordination and the First Lien Collateral Agent, on behalf of itself the First Lien Claimholders, the Collateral Trustee and the applicable Secured PartiesSecond Lien Claimholders may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereon. Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting The relative rights, as provided for in this Agreement, will continue after the generality commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the foregoingcommencement of any such Insolvency or Liquidation Proceeding, as provided in 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 lawAgreement. Any If any provision of this Agreement which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect on the earlier of:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective effective, as of the date of this Agreement, when executed and delivered by the parties hereto. Each Collateral This is a continuing agreement of lien subordination and the ABL Agent, on behalf of itself the ABL Secured Parties and the applicable Secured PartiesCollateral Agent and the Note Claimholders may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereon. Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting The relative rights, as provided for in this Agreement, will continue after the generality commencement of any such Insolvency Proceeding on the same basis as prior to the date of the foregoingcommencement of any such case, as provided in 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 lawAgreement. Any If any provision of this Agreement which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Security Agent, on behalf of itself and the applicable Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Priority Claimholders may continue, at any time and without notice to the Second Priority Collateral Agent or any Second Priority Claimholder subject to the Second Priority Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First Priority Obligations in reliance hereof. The Second Priority Collateral Agent, on behalf of itself and the applicable Secured PartiesSecond Priority 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 which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver receiver, trustee or trustee similar Person for each Borrower the Company or any other such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. Subject to the immediately succeeding sentence, this Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Security Agent, on behalf of itself and the applicable Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower or the Company and/or any other Grantor shall include such Borrower or the Company and/or such Grantor as debtor and debtor in possession and any receiver or trustee for each Borrower or the Company and/or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each of the Second Priority Indenture Trustee and the Second Priority Collateral AgentTrustee, (each on behalf of itself and the applicable Secured Partiesother Second Priority Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), hereby waives waive any right right, privilege or power 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 which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect on the date of Discharge of First Priority Obligations, subject to the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties heretohereto on the date hereof. This is a continuing agreement of lien subordination and the ABL Agent, the ABL Claimholders and the Collateral Trustee, the Priority Lien Representatives and the Priority Lien Claimholders may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereon. Each Collateral Agent, on behalf of itself and the applicable Secured Parties, such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this AgreementAgreement (including, without limitation, any such right arising under Section 1129(b) of the Bankruptcy Code). The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting The relative rights, as provided for in this Agreement, will continue after the generality commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the foregoingcommencement of any such case, as provided in 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 lawAgreement. Any If any provision of this Agreement which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect until the earlier to occur of:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties heretohereto on the date hereof. This is a continuing agreement of lien subordination and the ABL Agent, the ABL Claimholders and the Collateral Trustee, the Priority Lien Representatives and the Priority Lien Claimholders may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereon. Each Collateral Agent, on behalf of itself and the applicable Secured Parties, such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this AgreementAgreement (including, without limitation, any such right arising under Section 1129(b) of the Bankruptcy Code). The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting The relative rights, as provided for in this Agreement, will continue after the generality commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the foregoingcommencement of any such case, as provided in 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 lawAgreement. Any If any provision of this Agreement which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each The Second Lien Collateral Agent, on behalf of itself Agents and the applicable Secured Parties, Second Lien Claimholders hereby waives waive any right it they may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower the Issuers or any other Grantor shall include such Borrower the Issuers or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Issuers or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. Subject to Section 8.18, this Agreement shall terminate and be of no further force and effect upon the Discharge of Senior Lien Obligations.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and the Revolving Credit Claimholders and Note Claimholders may continue, at any time and without notice to the other Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. Each Collateral Agentof the Agents, on behalf of itself and the applicable Secured PartiesRevolving Credit Claimholders or the Note Claimholders, as the case may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the Priority Lien Representative and the Priority Lien Claimholders may continue, at any time and without notice to the Collateral AgentTrustee, the Secured Debt Representatives or the Secured Debt Claimholders, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereon. The Priority Lien Representative, on behalf of its itself and the Priority Lien Claimholders, and the Collateral Trustee, on behalf of itself and the applicable Secured PartiesDebt Representatives and the Secured Debt 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. 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 If any provision of this Agreement which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Claimholder subject to the Second Lien Note Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of Parent, the Company or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Collateral Agent, on behalf of itself and the applicable Secured PartiesSecond 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 which 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 each Borrower Parent, the Company or any other Grantor shall include such Borrower Parent, such Company or such Grantor as debtor and debtor in possession and any receiver or trustee for each Borrower Parent, the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Security Agent or any Second Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of any Company or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Security Agent, on behalf of itself and the applicable Secured PartiesSecond 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 which 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 each Borrower any Company or any other Grantor shall include such Borrower Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower such Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Agent, on behalf This is a continuing agreement of itself lien subordination and the applicable Revolving Credit Claimholders, the Pari Passu Secured Parties, and the Subordinated Lien Collateral Agent and the Subordinated Lien Secured Parties may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of any Borrower or any other Grantor in reliance hereon. Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each any Borrower or any other Grantor shall include such Borrower or such other Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each any Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect: 66 844805.3D-Chicago Server 2A - MSW

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and Senior Claimholders may continue (subject to the terms hereof), at any time and without notice to Subordinated Creditor or any other Subordinated Claimholder, to extend credit and other financial accommodations to or for the benefit of any Obligor constituting Senior Obligations in reliance hereof. Each Collateral AgentSenior Creditor, on behalf of itself other Senior Claimholders, Subordinated Creditor and the applicable Secured Parties, each other Subordinated Claimholder hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each Borrower or any other Grantor Obligor shall include such Borrower or such Grantor Obligor as debtor and debtor in possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) such Obligor in any Insolvency or Liquidation Proceeding.

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

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the Controlling Claimholders may continue, at any time and without notice to any Subordinated Collateral Agent or any Subordinated Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Grantors constituting Controlling Obligations in reliance hereof. Each Subordinated Collateral Agent, on behalf of itself and the applicable Secured Partiesrespective Subordinated 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 which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Agent, on behalf of itself Junior Secured Party hereby represents and the applicable Secured Parties, warrants that it has all requisite legal capacity to execute this Agreement and 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 which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower or any other 40 Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower or any other 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 on the date of the Payment in Full of all Senior Claims (without giving effect to the first proviso of the definitions of “ABL Claims” and “Term Loan Claims”), subject to the rights of Senior Secured Parties under Section 6.7.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Borrower or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Collateral Agent, on behalf of itself and the applicable Secured PartiesSecond 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 which 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 each any Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each any Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral This is a continuing agreement of lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Agent or any Junior Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of Symmetry or any Grantor constituting Senior Obligations in reliance hereon. The Junior Agent, on behalf of itself and the applicable Junior Secured Parties, hereby waives any right it or any of them may have under applicable law to revoke this Agreement or any of the provisions of this Agreementhereof. 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 which 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 each Borrower Symmetry or any other Grantor shall include such Borrower Symmetry or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower Symmetry or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any other Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Grantors constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf of itself and the applicable Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination (as opposed to debt or claim subordination) and Revolving Claimholders may continue, at any time and without notice to the Notes Collateral Agent or Notes Claimholders, to extend credit and other financial accommodations to or for the benefit of any Grantor constituting Revolving Obligations in reliance hereon. Each of the Revolving Collateral Agent, on behalf of itself AgentLender and the applicable Secured Parties, 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. Without limiting Consistent with, but not in limitation of, the generality preceding sentence, the Revolving Collateral AgentLender and the Notes Collateral Agent, on behalf of the foregoingapplicable Claimholders, irrevocably acknowledges that this Agreement is intended to constitute and shall be deemed to constitute 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 lawCode. Any provision of this Agreement which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in possession and any receiver or trustee for each Borrower or any other 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:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the Revolving Credit Collateral Agent, on behalf of itself the Revolving Credit Claimholders and the applicable Secured PartiesNote Lien Collateral Agent, the Note Lien Representatives and the Note Lien Claimholders may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee Note Lien Collateral Agent for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral AgentThis is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Agents or any Second Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any grantor constituting First Lien Obligations in reliance hereof. The Second Lien Agents, on behalf of itself themselves and the applicable Secured PartiesSecond Lien Claimholders, hereby waives waive any right it they may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each Borrower the Company or any other Grantor grantor shall include such Borrower the Company or such Grantor grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor 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. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the Revolving Credit Claimholders and Term Loan Claimholders may continue, at any time and without notice to any Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. Each Collateral Agentof the Agents, on behalf of itself and the applicable Secured PartiesRevolving Credit Claimholders or the Term Loan Claimholders, as the case may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any during and after the commencement of an Insolvency or Liquidation Proceeding. 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 which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Agent, on behalf This is a continuing agreement of itself lien subordination and the applicable Secured PartiesWorking Capital Claimholders and the Term Loan Claimholders may each continue, hereby waives at any right it may have under applicable law time and without notice to revoke this Agreement the other Claimholders, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any of the provisions of this AgreementGrantor constituting Working Capital Obligations or Term Loan Obligations, as applicable, in reliance hereof. 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 which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect upon the Discharge of Working Capital Obligations or the Discharge of Term Loan Obligations (in accordance with the provisions hereof), except for Sections 5.7 and 7.5 and the provisions of this Section 8 as they relate to Sections 5.7 and 7.5, and subject to reinstatement in accordance with Section 6.7.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral AgentIPCO Notes Trustee, on behalf of itself and the applicable Secured PartiesIPCO Notes Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended Proceeding with respect 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 lawany Obligor. Any provision of this Agreement which 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 each Borrower or any other Grantor Obligor shall include such Borrower or such Grantor Obligor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower or any other Grantor such Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect upon the earlier of (i) the date the Term Loan Obligations shall have been paid in full in cash and (ii) the date the call right has been consummated in accordance with Section 2.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Agent, on behalf of itself and the applicable Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this This Agreement is intended a continuing agreement of subordination pursuant to constitute its terms and shall be deemed to constitute a “subordination agreement” within the meaning of in accordance with Section 510(a) of the Bankruptcy Code and is intended shall survive and continue in full force and effect in any Insolvency Proceeding. All references to be an Obligor shall include such Obligor as debtor and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nondebtor-bankruptcy lawin-possession and any receiver or trustee for such Obligor in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower or any other Grantor Obligor shall include such Borrower or such Grantor Obligor as debtor and debtor in possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) such Obligor in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect upon the Discharge of Working Capital Loan Obligations and the termination of any commitments to lend under the Working Capital Loan Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties heretohereto on the date hereof. This is a continuing agreement of lien subordination and the ABL Agent, the ABL Claimholders and the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance hereon. Each Collateral Agent, on behalf of itself and the applicable Secured Parties, 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. Without limiting The relative rights, as provided for in this Agreement, will continue after the generality commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the foregoingcommencement of any such case, as provided in 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 lawAgreement. Any If any provision of this Agreement which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any other Second Lien Secured Party, or to the Third Lien Collateral Agent or any other Third Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Grantors constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf of itself and the applicable Second Lien Secured Parties, and the Third Lien Collateral Agent, on behalf of itself and the Third Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Agent, on behalf of itself The [ ] Claimholders and the applicable Secured Parties, [ ] Claimholders each hereby waives waive any right it rights 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. 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 which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each the Borrower or any other Grantor shall include such the Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the [ ] Claimholders and the [ ] Obligations, on the date of the Discharge of [ ] Obligations, subject to the rights of the [ ] Claimholders under Section 5.5 and (ii) with respect to the [ ] Claimholders and the [ ] Obligations, on the date of the Discharge of [ ] Obligations, subject to the rights of the [ ] Claimholders under Section 5.4.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Agent, on behalf This is a continuing agreement of itself lien subordination and the applicable Revolving Credit Claimholders, the Pari Passu Secured Parties, and the Subordinated Lien Collateral Agent and the Subordinated Lien Secured Parties may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of any Borrower or any other Grantor in reliance hereon. Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each any Borrower or any other Grantor shall include such Borrower or such other Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each any Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Priority Claimholders may continue, at any time and without notice to the Second Priority Collateral Agent or any Second Priority Secured Party subject to the Second Priority Indenture Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First Priority Obligations in reliance hereof. The Second Priority Collateral Agent, on behalf of itself and the applicable Second Priority Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in possession and any receiver receiver, trustee or trustee similar Person for each Borrower the Company or any other such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. Subject to the immediately succeeding sentence, this Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Agent, on behalf This is a continuing agreement of itself lien subordination and the applicable Secured PartiesRevolving Credit Agents and the other Revolving Credit Claimholders and the Term Loan Agents and the other Term Loan Claimholders may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of any Borrower or any other Grantor in reliance hereon. Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each any Borrower or any other Grantor shall include such Borrower or such other Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each any Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company, the European First Lien Borrower or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Collateral Agent, on behalf of itself and the applicable Secured PartiesSecond 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 which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and the Revolving Credit Claimholders and Note Claimholders may continue, at any time and without notice to the other Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. Each Collateral Agentof the Agents, on behalf of itself and the applicable Secured PartiesRevolving Credit Claimholders or the Note Claimholders, as the case may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended Proceeding with respect 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 lawHoldings or any other Grantor. Any provision of this Agreement which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Credit Party constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf of itself and the applicable Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower the Company or any other Grantor Credit Party shall include such Borrower the Company or such Grantor Credit Party as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor Credit Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall continue to be effective, and shall not be revocable by any party hereto until, subject to Section 6.5 hereof, the Discharge of First Lien Obligations.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Collateral Agent, on behalf of itself and the applicable Secured PartiesSecond 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 which 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 each Borrower the Company or any other Grantor shall include such Borrower Company or such Grantor as debtor and debtor in possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination (as opposed to debt or claim subordination) and Revolving Claimholders may continue, at any time and without notice to Term Loan Agent or Term Loan Claimholders, to extend credit and other financial accommodations to or for the benefit of any Grantor constituting Revolving Obligations in reliance hereon. Each Collateral Agent, on behalf of itself Revolving Agent and the applicable Secured Parties, Term Loan Agent hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting Consistent with, but not in limitation of, the generality preceding sentence, Revolving Agent and Term Loan Agent, on behalf of the foregoingapplicable Claimholders, irrevocably acknowledges that this Agreement is intended to constitute and shall be deemed to constitute 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 lawCode. Any provision of this Agreement which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in possession and any receiver or trustee for each Borrower or any other 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:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination (as opposed to debt or claim subordination) and Revolving Claimholders may continue, at any time and without notice to Notes Collateral Agent or Notes Claimholders, to extend credit and other financial accommodations to or for the benefit of any Grantor constituting Revolving Obligations in reliance hereon. Each of Revolving Agent and Notes Collateral Agent, on behalf of itself and the applicable Secured Parties, 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. Without limiting Consistent with, but not in limitation of, the generality preceding sentence, the Revolving Agent and the Notes Collateral Agent, on behalf of the foregoingapplicable Claimholders, irrevocably acknowledges that this Agreement is intended to constitute and shall be deemed to constitute 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 lawCode. Any provision of this Agreement which 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 each Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in possession and any receiver or trustee for each Borrower or any other 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:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective effective, as of the date of this Agreement, when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the ABL Collateral Agent, on behalf of itself the ABL Secured Parties and the applicable Term Loan Collateral Agent and the Term Loan Secured PartiesParties may continue, at any time and without notice to any of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Obligor in reliance hereon. Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting The relative rights, as provided for in this Agreement, will continue after the generality commencement of any such Insolvency Proceeding on the same basis as prior to the date of the foregoingcommencement of any such case, as provided in 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 lawAgreement. Any If any provision of this Agreement which 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 each Borrower the Company or any other Grantor Obligor shall include such Borrower the Company or such Grantor Obligor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor Obligor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Administrative Agent or any Second Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Administrative Agent, on behalf of itself and the applicable Secured PartiesSecond 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 which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of Lien subordination and the First Lien Claimholders may continue, at any time and without notice to any Second Lien Collateral Agent or any other Second Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Obligor constituting First Lien Obligations in reliance hereon. Each Second Lien Collateral Agent, on behalf of itself and the applicable Secured Partiesrelated Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. 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 which 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 each Borrower or any other Grantor Obligor shall include such Borrower or such Grantor Obligor as debtor and debtor in debtor-in-possession and any receiver receiver, trustee or trustee similar Person for each Borrower or any other Grantor Obligor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral AgentThis is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Trustee or any Second Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Trustee, on behalf of itself and the applicable Secured PartiesSecond 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 which 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 each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each Collateral Agent, on behalf of itself and the applicable Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to each Borrower the Company or any other Grantor shall include such Borrower the Company or such Grantor as debtor and debtor in possession and any receiver or trustee for each Borrower the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.