Common use of Lien Subordination Clause in Contracts

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdiction, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any the Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its any Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any the Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any the Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its the Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any the Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any the Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grantg▇▇▇▇, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor Obligor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant▇▇▇▇▇, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor Obligor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Lien Subordination. (a) Notwithstanding the date, time, manner manner, method or order of filing or recordation of any document or instrument or of grant, attachment or perfection of any Liens granted to to, or on behalf of, any Second Priority Representative or any Second Priority Debt Parties on of the Shared Collateral or of any Liens granted to any Senior Representative Agents or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect defect, or deficiency or failure to perfect, in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Secured Debt Document or any other circumstance whatsoever, (i) the Second Lien Collateral Agent and each Second Priority Lien Representative, on behalf of itself and each Second Priority Debt Lien Secured Party under its Second Priority Lien Debt Facility, hereby agrees that (aA) any Lien on the Shared Collateral securing any Senior First Lien Priority Obligations now or hereafter held by or on behalf of any Senior Representative or the First Lien Collateral Agent, any other Senior First Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any the Second Priority Debt Obligations and Lien Obligations, (bB) any Lien on the Shared Collateral securing any Second Priority Debt Lien Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties Lien Secured Party or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Shared Collateral securing any Senior First Lien Priority Obligations. All , (C) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any other First Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing the Excess Second Lien Obligations and (D) any Lien on the Collateral securing any Excess Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Shared Collateral securing any Senior Excess First Lien Obligations, (ii) the First Lien Collateral Agent and each First Lien Representative, on behalf of itself and each First Lien Secured Party under its First Lien Debt Facility, hereby agrees that (A) any Lien on the Collateral securing any Second Lien Priority Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any other Second Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing the Excess First Lien Obligations and (B) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of any First Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any Second Lien Priority Obligations and (iii) the Third Lien Collateral Agent and each Third Lien Representative, on behalf of itself and each Third Lien Secured Party under its Third Lien Debt Facility, hereby agrees that (A) any Lien on the Collateral securing First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any other First Lien Secured Party or any other agent or trustee therefor and any Lien on the Collateral securing Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any other Second Lien Secured Party or any other agent or trustee therefor, in each case, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing the Third Lien Obligations and (B) any Lien on the Collateral securing any Third Lien Obligations now or hereafter held by or on behalf of any Third Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing First Lien Obligations and to all Liens on the Collateral securing Second Lien Obligations. (b) All (i) Liens on the Collateral securing any First Lien Priority Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Lien Obligations for all purposes, whether or not such Liens securing any Senior First Lien Priority Obligations are subordinated in any respect to any Lien securing any other obligation of the Borrower, any Credit Party or any other Grantor Person or otherwise subordinated, voided, avoided, invalidated or lapsed, (ii) Liens on the Collateral securing any Second Lien Priority Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all Liens on the Collateral securing any Excess First Lien Obligations, whether or not such Liens securing any Second Lien Priority Obligations are subordinated in any respect to any Lien securing any other obligation of any Credit Party or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, (iii) Liens on the Collateral securing any Excess First Lien Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all Liens on the Collateral securing any Excess Second Lien Obligations for all purposes, whether or not such Liens securing any Excess First Lien Obligations are subordinated in any respect to any Lien securing any other obligation of any Credit Party or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed and (iv) Liens on the Collateral securing First Lien Obligations and Liens on the Collateral securing Second Lien Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all Liens on the Collateral securing any Third Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations and/or any Second Lien Obligations are subordinated in any respect to any Lien securing any other obligation of any Credit Party or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Junior Representative or any Second Priority Debt Junior Secured Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other the Senior Secured Party Parties on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Junior Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Junior Representative, on behalf of itself and each Second Priority Debt Junior Secured Party under its Second Priority Junior Debt Facility, hereby agrees that (ai) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held (or purported to be held) by or on behalf of any Senior Representative Secured Parties or any other Senior Secured Party Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations Junior Obligations; and (bii) any Lien on the Shared Collateral securing any Second Priority Debt Junior Obligations now or hereafter held (or purported to be held) by or on behalf of any Second Priority Representative, any Second Priority Debt Junior Secured Parties or any Second Priority Junior Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Junior Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties the Collateral Agent for the Term Loan Agent and the Term Lenders on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party the Collateral Agent for the benefit of the Revolving Credit Agent and the Revolving Credit Lenders on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of UCC, or any applicable jurisdiction, any applicable law, any Second Priority Debt Document law or any Senior Debt Document the Credit Documents or any other circumstance whatsoeverwhatsoever and notwithstanding that all of the Secured Obligations are secured by a single set of Collateral Documents in favor of all of the Secured Parties rather than separate security documents senior and subordinated as applicable to the relative priorities set forth herein in favor of each class of Secured Parties, each Second Priority Representativethe Term Loan Agent, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facilitythe Term Lenders, hereby agrees that that: (a) any Lien on the Shared Collateral securing any Senior Revolving Credit Obligations (subject to the limitation set forth in Section 3.04) now or hereafter held by or on behalf of the Revolving Credit Agent or any Senior Representative Revolving Credit Lenders or any agent or trustee therefore or any other Senior Secured Party or other agent or trustee therefor, regardless holder of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Revolving Credit Obligations shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations of the Term Loan Obligations; and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties the Term Loan Agent or any Second Priority Representative Term Lenders or other any agent or trustee therefor, therefor in respect of the Term Loan Obligations regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior such Revolving Credit Obligations. All Liens on the Shared Collateral securing any Senior Revolving Credit Obligations (subject to the limitation set forth in Section 3.04) shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Term Loan Obligations for all purposes, whether or not such Liens securing any Senior Revolving Credit Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor Borrower or any other Person Obligor. Each of the parties hereto acknowledges and agrees that use of the Collateral Documents rather than separate security documents is for the convenience of the Secured Parties only and, except as provided in this Agreement, is not intended and will not be construed or given effect to limit, abridge or otherwise subordinatedaffect the rights, voidedpowers and privileges which the Revolving Credit Agent and the Revolving Credit Lenders, avoidedon the one hand, invalidated or lapsedand the Term Loan Agent and the Term Lenders, on the other hand, would have possessed and/or enjoyed, as the owners and holders, as a class, of a separate, first and unsubordinated Lien upon all of the Collateral, in the case of the holders of the Revolving Credit Obligations, and a separate, second Lien upon all of the Collateral, in the case of the holders of the Term Loan Obligations. The Term Loan Agent hereby acknowledges and agrees that the Revolving Credit Agent and the Revolving Credit Lenders would not have agreed to the Revolving Credit Agreement in the absence of the execution and delivery of this Agreement by the parties hereto.

Lien Subordination. Subordinated Lender does hereby subordinate any and all Liens, whether now existing or hereafter created and whether perfected or unperfected, in and to any assets securing the Subordinated Indebtedness all of which are, and shall at all times remain junior and subordinate to any Liens, whether now existing or hereafter created and whether perfected or unperfected, in favor of Senior Lender to secure any of the Senior Indebtedness. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any the Liens granted to any Second Priority Representative the Senior Lender or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) Subordinated Lender, and notwithstanding any provision provisions of the Uniform Commercial Code of any applicable jurisdiction, state or any applicable law, any Second Priority Debt Document law or decision or any provisions of the Subordinated Instruments, and irrespective of whether the Senior Debt Document Lender or the Subordinated Lender holds possession of all or any other circumstance whatsoeverpart of the Collateral, each Second Priority Representativethe Senior Lender and the Subordinated Lender hereby agree that the Senior Lender shall have a first and prior Lien upon all Collateral, on behalf whether real or personal and whether now owned or hereafter acquired, of itself ISI, Borrower, and each Second Priority Debt Party under its Second Priority Debt Facility, all of their Subsidiaries. The Subordinated Lender hereby agrees that (a) any Lien on it will not contest the Shared validity, perfection, priority or enforceability of the Senior Lender’s Liens in the Collateral. All proceeds of Collateral securing any shall be first paid to the Senior Obligations now Lender for application to the Senior Indebtedness until the Senior Indebtedness obligations are paid in full in cash and all commitments under the Senior Instruments are terminated. Any payments or hereafter held Collateral received by or on behalf the Subordinated Lender shall be subject to the provisions of any Senior Representative or any other Senior Secured Party or other agent or trustee thereforSection 2.5 of this Agreement. Subordinated Lender agrees not to acquire, regardless of how acquiredby subrogation, whether by grant, statute, operation of law, subrogation contract or otherwise, shall have priority over and any Lien, security interest or other right, title or interest in any of the assets of ISI or any of its Subsidiaries (including, but not limited to, any which may arise with respect to taxes, assessments or other governmental charges) which is or may be senior prior in all respects and prior to any Lien on right to, or pari passu with, the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter Liens held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsedLender.

Lien Subordination. (a) Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to Junior Lien in respect of any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to Senior Lien in respect of any Senior Representative or any other Senior Secured Party on the Shared Collateral Collateral, (or any actual or alleged defect in any of the foregoingii) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Collateral Document or any Senior Debt Document Loan Document, or (iii) whether the ABL Secured Party or the Term Loan Secured Party, in each case, whether directly or through agents, holds possession of, or has control over, all or any other circumstance whatsoeverpart of the Collateral, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby agrees that that: (aA) (x) any Lien of the ABL Secured Party on the Shared Collateral securing any Senior Obligations ABL Priority Collateral, whether now or hereafter held by or on behalf of any Senior Representative or any other Senior purported to be held by or on behalf of the ABL Secured Party or other agent any agent, or trustee or bailee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, and whether or not such Lien is subordinated to any Lien securing any other obligation, shall have priority over be and be shall remain senior in all respects and prior to any Lien of the Term Loan Secured Party on the Shared ABL Priority Collateral securing any Second Priority Debt Obligations and (by) any Lien on the Shared such ABL Priority Collateral securing any Second Priority Debt Obligations now or hereafter held or purported to be held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties the Term Loan Secured Party or any Second Priority Representative or other agent or trustee therefortherefor securing any Term Loan Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens thereon that secure any ABL Claims; and (B) (x) any Lien of the Term Loan Secured Party on the Shared Term Loan Priority Collateral, whether now or hereafter held by or on behalf of or purported to be held by or on behalf of the Term Loan Secured Party or any agent, or trustee or bailee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, and whether or not such Lien is subordinated to any Lien securing any other obligation, shall be and shall remain senior and prior to any Lien of the ABL Secured Party on the Term Loan Priority Collateral and (y) any Lien on such Term Loan Priority Collateral now or hereafter held or purported to be held by or on behalf of the ABL Secured Party or any agent or trustee therefor securing any ABL Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens thereon that secure any Term Loan Claims. (b) It is acknowledged and agreed that (i) all or a portion of the ABL Claims consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and (ii) subject to the limitations set forth in this Agreement and the applicable Senior Documents, the ABL Claims, Excess ABL Claims, Term Loan Claims and Excess Term Loan Claims may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced (subject to Section 5.3) or otherwise amended or modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the Secured Parties. (c) All Liens with respect to the Senior Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations Claims shall be and remain senior in all respects and prior to all Liens on with respect to the Shared Senior Collateral securing any Second Priority Debt Obligations Junior Claims for all purposes, whether or not such Liens securing any Senior Obligations Claims are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person (but only to the extent that such subordination is permitted pursuant to the terms of the Senior Documents, or otherwise as contemplated in Section 6.1). (d) The ABL Secured Party and the Term Loan Secured Party hereby agree that the terms of this Agreement, including the priorities and subordination set forth above in this Section 2.1, shall govern notwithstanding (i) that all or part of the ABL Claims, Excess ABL Claims, Term Loan Claims and Excess Term Loan Claims are determined or deemed unenforceable or invalidated or that any Liens granted or purported to be granted securing payment and performance of all or part of the ABL Claims, Excess ABL Claims, Term Loan Claims or Excess Term Loan Claims are not perfected or are determined or deemed to be void, invalid or lapsed or subordinated, voided, avoided, invalidated disallowed or lapsedotherwise ineffective, in each case in any judicial proceeding or otherwise or (ii) any other circumstance of any kind or nature whatsoever.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of (i) With respect to any Liens granted on the ABL Priority Collateral securing the Secured Obligations, such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Second Priority Representative Term Facility or any Second Priority Debt Parties Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount, and (ii) with respect to the provisions in any ABL Intercreditor Agreement subordinating the Liens on the Shared Collateral or of securing Indebtedness outstanding under any Liens granted to any Senior Representative Term Facility or any other Senior Secured Party Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount to the Liens on the Shared Collateral securing the Secured Obligations, (A) any Loan Party contests in writing the validity or enforceability thereof, (B) any actual court of competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or alleged defect unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the parties to such ABL Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the Borrowers described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the foregoingfollowing actions, at the same or different times: (i) terminate the Commitments or any Additional Revolving Commitments and notwithstanding thereupon such Commitments or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any provision principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Uniform Commercial Code Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any applicable jurisdictionkind, all of which are hereby waived by each Borrower and (iii) require that the US Borrower deposit in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to Holdings or any Borrower described in clauses (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself to the US Borrower and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on to the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior extent such event is applicable to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.Canadian

Lien Subordination. (a) Notwithstanding the date, time, manner or order respective dates of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative the security interests of CRG Creditors and the security interests of [A/R Lender], or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any contrary provision of the Uniform Commercial Code of UCC, or any applicable jurisdictionlaw or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or any CRG Creditor holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG Creditors in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG Creditors in any CRG Senior Collateral shall at all times be senior to any interests, including the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, [A/R Lender] agrees and acknowledges that it shall not receive, and neither Borrower nor any Obligor shall grant, any applicable law, any Second Priority Debt Document or any security interest to [A/R Lender] in the CRG Senior Debt Document or any other circumstance whatsoever, each Second Priority RepresentativeCollateral. (b) Each of [A/R Lender] and CRG Agent, on behalf of itself CRG Creditors: (i) acknowledges and consents to (A) each Second Priority Debt Party under Obligor granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its Second Priority Debt Facilitysecurity interest in its Common Collateral, hereby and (C) each Obligor’s entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that (a) it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any Lien on motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative proceeds thereof, or any other CRG Senior Secured Party Collateral or other agent proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or trustee thereforlien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, regardless of how acquired, whether by grant, statute, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of lawany turnover of payment provisions hereof, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, other agreements among any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsedparties hereto.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or method of grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any defect or deficiencies in the Liens or other circumstance whatsoeverwhatsoever (including any non-perfection of any Lien to secure the First Lien Inventory Financing Obligations), each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (ai) any Lien on (or any purchase money security interest with respect to) the Shared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (bii) any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant▇▇▇▇▇, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Lien Subordination. Notwithstanding (i) With respect to any Liens on the dateABL Priority Collateral securing the Secured Obligations, timesuch Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Term Facility or any Junior Lien Indebtedness, manner in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount, and (ii) with respect to the provisions in any ABL Intercreditor Agreement subordinating the Liens on the Collateral securing Indebtedness outstanding under any Term Facility or order any Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of filing the Threshold Amount to the Liens on the Collateral securing the Secured Obligations, (A) any Loan Party contests in writing the validity or recordation enforceability thereof, (B) any court of competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the parties to such ABL Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the Borrowers described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or different times: (i) terminate the Commitments or any Additional Revolving Commitments and thereupon such Commitments or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any document kind, all of which are hereby waived by each Borrower and (iii) require that the US Borrower deposit in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or instrument Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to Holdings or grantany Borrower described in clauses (f) or (g) of this Article, attachment any such Commitments and/or Additional Revolving Commitments applicable to the US Borrower and to the extent such event is applicable to the Canadian Borrower, the Canadian Borrower shall automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or perfection other notice of any Liens granted kind, all of which are hereby waived by the Borrowers. Notwithstanding anything to the contrary herein or in any Loan Document, all rights and remedies hereunder and under any other Loan Document or at law or equity, including all remedies provided under the UCC or the PPSA, shall be exercised exclusively by the Administrative Agent for the benefit of the Secured Parties. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC or the PPSA. ARTICLE VIII THE ADMINISTRATIVE AGENT Each of the Lenders and the Issuing Banks hereby irrevocably appoints Barclays (or any successor appointed pursuant hereto) as Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Lender, include each Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any subsidiary of any Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Lenders acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any Second Priority Representative fiduciary or other implied duties, regardless of whether a Default or Event of Default exists, and the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; it being understood that such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary power, except discretionary rights and powers that are expressly contemplated by the Loan Documents and which the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the relevant circumstances as provided in Section 9.02); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable laws, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Lead Borrower or any Second Priority Debt Parties on of its Restricted Subsidiaries that is communicated to or obtained by the Shared Collateral Person serving as Administrative Agent or any of its Affiliates in any Liens granted capacity. The Administrative Agent shall not be liable to any Senior Representative the Lenders or any other Senior Secured Party for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the relevant circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct, as determined by the final and non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall not be deemed to have knowledge of the existence of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Lead Borrower or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any covenant, agreement or other term or condition set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of any Lien on the Shared Collateral or the existence, value or sufficiency of the Collateral, (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii) any property, book or record of any Loan Party or any actual Affiliate thereof. If any Lender acquires knowledge of the existence of a Default or alleged defect Event of Default, it shall promptly notify the Administrative Agent and the other Lenders thereof in writing. Each Lender agrees that, except with the written consent of the Administrative Agent, it will not take any enforcement action hereunder or under any other Loan Document, accelerate the Obligations under any Loan Document, or exercise any right that it might otherwise have under applicable law or otherwise to credit bid at any foreclosure sale, UCC or PPSA sale, any sale under Section 363 of the Bankruptcy Code or other similar Dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Loan Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of the Obligations held by such Lender, including the filing of a proof of claim in a case under the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any of the foregoingother Loan Documents, Holdings, the Borrowers, the Administrative Agent and each Secured Party agree that (i) and notwithstanding no Secured Party shall have any provision right individually to realize upon any of the Uniform Commercial Code of any applicable jurisdictionCollateral or to enforce the Loan Documents; it being understood and agreed that all powers, any applicable lawrights and remedies hereunder shall be exercised solely and exclusively by, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representativethe Administrative Agent, on behalf of itself the Secured Parties in accordance with the terms hereof and each Second Priority Debt all powers, rights and remedies under the other Loan Documents shall be exercised solely and exclusively by, the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or in the event of any other Disposition (including pursuant to Section 363 of the Bankruptcy Code), (A) the Administrative Agent, as agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such Disposition and (B) the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such Disposition. No holder of any Secured Hedging Obligation or Secured Banking Services Obligation in its respective capacity as such shall have any rights in connection with (i) the management or release of any Collateral or of the obligations of any Loan Party under its Second Priority Debt Facility, hereby agrees that this Agreement or (aii) any Lien on waiver, consent, modification or any amendment with respect to this Agreement or any other Loan Document. Each of the Shared Collateral securing Lenders hereby irrevocably authorizes (and by entering into a Hedge Agreement with respect to any Senior Obligations now or hereafter held Secured Hedging Obligation and/or by or entering into documentation in connection with any Banking Services Obligation, each of the other Secured Parties hereby authorizes and shall be deemed to authorize) the Administrative Agent, on behalf of all Secured Parties to take any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.following actions upon the instruction of the Required Lenders:

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority the ABL Representative or the other ABL Creditors in respect of any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior the Term Loan Representative or the other Term Loan Creditors in respect of any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document Security Document, any alleged or actual defect or deficiency in any Senior Debt Document of the foregoing or any other circumstance whatsoever, each Second Priority the ABL Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facilitythe other ABL Creditors, and the Term Loan Representative, on behalf of itself and the other Term Loan Creditors, hereby agrees that agree that: (a) any Lien on in respect of all or any portion of the Shared ABL Priority Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior the ABL Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in ABL Creditor that secures all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or portion of the ABL Obligations (other agent or trustee thereforthan Excess ABL Obligations), regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on granted to the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor Term Loan Representative or any other Person Term Loan Creditor in respect of all or otherwise subordinatedany portion of the ABL Priority Collateral to secure all or any portion of the Term Loan Obligations; (b) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Term Loan Obligations, voidedregardless of how acquired, avoidedwhether by grant, invalidated statute, operation of law, subrogation or lapsedotherwise, shall be and shall remain junior and subordinate to all Liens granted to the ABL Representative or any other ABL Creditor in respect of all or any portion of the ABL Priority Collateral to secure all or any portion of the ABL Obligations (other than Excess ABL Obligations); (c) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Term Loan Obligations (other than Excess Term Loan Obligations), regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to all Liens granted to the ABL Representative or any other ABL Creditor in respect of all or any portion of the ABL Priority Collateral to secure all or any portion of the Excess ABL Obligations; (d) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the ABL Representative or any other ABL Creditor that secures all or any portion of the Excess ABL Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain junior and subordinate to all Liens granted to the Term Loan Representative or any other Term Loan Creditor in respect of all or any portion of the ABL Priority Collateral to secure all or any portion of the Term Loan Obligations (other than Excess Term Loan Obligations); (e) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the ABL Representative or any other ABL Creditor that secures all or any portion of the Excess ABL Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to all Liens granted to the Term Loan Representative or any other Term Loan Creditor in respect of all or any portion of the ABL Priority Collateral to secure all or any portion of the Excess Term Loan Obligations; (f) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Excess Term Loan Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain junior and subordinate to all Liens granted to the ABL Representative or any other ABL Creditor in respect of all or any portion of the ABL Priority Collateral to secure all or any portion of the Excess ABL Obligations; (g) any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Term Loan Obligations (other than Excess Term Loan Obligations), regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to all Liens granted to the ABL Representative or any other ABL Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or any portion of the ABL Obligations; (h) any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the ABL Representative or any other ABL Creditor that secures all or any portion of the ABL Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain junior and subordinate to all Liens granted to the Term Loan Representative or any other Term Loan Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or any portion of the Term Loan Obligations (other than Excess Term Loan Obligations); (i) any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the ABL Representative or any other ABL Creditor that secures all or any portion of the ABL Obligations (other than Excess ABL Obligations), regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to all Liens granted to the Term Loan Representative or any other Term Loan Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or any portion of the Excess Term Loan Obligations; (j) any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Excess Term Loan Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain junior and subordinate to all Liens granted to the ABL Representative or any other ABL Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or any portion of the ABL Obligations (other than Excess ABL Obligations); (k) any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Excess Term Loan Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to all Liens granted to the ABL Representative or any other ABL Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or any portion of the Excess ABL Obligations; and (l) any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the ABL Representative or any other ABL Creditor that secures all or any portion of the Excess ABL Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain junior and subordinate to all Liens granted to the Term Loan Representative or any other Term Loan Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or any portion of the Excess Term Loan Obligations.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Junior Representative or any Second Priority Junior Debt Parties on the Shared Collateral or of any Liens granted to any the Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Junior Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Junior Representative, on behalf of itself and each Second Priority Junior Debt Party under its Second Priority Junior Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any the Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Junior Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Junior Debt Obligations now or hereafter held by or on behalf of any Second Priority RepresentativeJunior Representatives, any Second Priority Junior Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Junior Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Junior Debt Obligations are not subordinated in right of payment to the Senior Obligations.

Lien Subordination. Notwithstanding (a) The Subordinated Debt shall be unsecured and the dateCompany shall not grant any Liens to secure any of the Subordinated Debt. To the extent any Lien is ever granted, timethe Senior Debt, manner the Securities Purchase Agreements and the other Transaction Documents and any and all other documents and instruments evidencing or order creating the Senior Debt and all guaranties, mortgages, security agreements, pledges and other collateral guarantying or securing the Senior Debt or any part thereof shall be senior to the Subordinated Debt and the Subordinated Documents irrespective of the time of the execution, delivery or issuance of any thereof or the filing or recordation of any document or instrument or grant, attachment or recording for perfection of any Liens granted thereof or the filing of any financing statement or continuation statement relating to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any thereof. Each Subordinated Creditor hereby agrees, upon request of the foregoing) Senior Creditors at any time and notwithstanding any provision from time to time, to execute such other documents or instruments as may be requested by the Senior Creditors further to evidence of public record or otherwise the senior priority of the Uniform Commercial Code of any applicable jurisdiction, any applicable law, any Second Priority Debt Document or any Senior Debt Document as contemplated hereby. Each Subordinated Creditor further agrees to maintain on its books and records such notations as the Senior Creditors may reasonably request to reflect the subordination contemplated hereby and to perfect or any other circumstance whatsoever, each Second Priority Representative, on behalf preserve the rights of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and Creditors hereunder. (b) any Lien on Each Subordinated Creditor agrees that, within two (2) days following the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee Senior Creditors’s written request therefor, regardless such Subordinated Creditor will execute, deliver and file any and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Senior Creditors reasonably deem necessary or appropriate in order to give effect to the preceding sentence. Each Subordinated Creditor hereby irrevocably appoints the Senior Creditors, and their respective successors and assigns, and their respective officers, with full power of how acquiredsubstitution, whether by grantthe true and lawful attorney(s) of such Subordinated Creditor for the purpose of effecting any such executions, statute, operation deliveries and filings if and to the extent that such Subordinated Creditor shall have failed to perform such obligations pursuant to the foregoing provisions of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not this Section 8(b) within such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsedperiod.

Lien Subordination. Notwithstanding (a) The Subordinated Debt shall be unsecured and the dateCompany shall not grant any Liens to secure any of the Subordinated Debt. To the extent any Lien is ever granted, timethe Senior Debt, manner the Securities Purchase Agreement and the other Transaction Documents and any and all other documents and instruments evidencing or order creating the Senior Debt and all guaranties, mortgages, security agreements, pledges and other collateral guarantying or securing the Senior Debt or any part thereof shall be senior to the Subordinated Debt and the Subordinated Documents irrespective of the time of the execution, delivery or issuance of any thereof or the filing or recordation of any document or instrument or grant, attachment or recording for perfection of any Liens granted thereof or the filing of any financing statement or continuation statement relating to any Second Priority Representative thereof. Each Subordinated Creditor hereby agrees, upon request of the Collateral Agent or any Second Priority Senior Creditor at any time and from time to time, to execute such other documents or instruments as may be requested by the Collateral Agent or such Senior Creditor further to evidence of public record or otherwise the senior priority of the Senior Debt Parties as contemplated hereby. Each Subordinated Creditor further agrees to maintain on its books and records such notations as the Shared Senior Creditors may reasonably request to reflect the subordination contemplated hereby and to perfect or preserve the rights of the Collateral or of any Liens granted to any Agent and the Senior Representative or any other Senior Secured Party on the Shared Collateral Creditors hereunder. (or any actual or alleged defect in b) Without limiting any of the foregoing) and notwithstanding any provision rights of the Uniform Commercial Code of Collateral Agent or any applicable jurisdictionSenior Creditor under the Securities Purchase Agreement, any the other Transaction Documents, as applicable, or applicable law, in the event that the Senior Creditors or the Collateral Agent release or discharge any Second Priority guaranties of the Senior Debt Document given by guarantors which have also guarantied any of the Subordinated Debt or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral also securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the BorrowerSubordinated Debt, any other Grantor such guarantors or any other Person (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or otherwise subordinatedsecurity interests, voided, avoided, invalidated mortgages or lapsed.liens in favor of the applicable Subordinated

Lien Subordination. Notwithstanding (a) The Subordinated Debt shall be unsecured and the dateCompany shall not grant any Liens to secure any of the Subordinated Debt. To the extent any Lien is ever granted, timethe Senior Debt, manner the Securities Purchase Agreement and the other Transaction Documents and any and all other documents and instruments evidencing or order creating the Senior Debt and all guaranties, mortgages, security agreements, pledges and other collateral guarantying or securing the Senior Debt or any part thereof shall be senior to the Subordinated Debt and the Subordinated Documents irrespective of the time of the execution, delivery or issuance of any thereof or the filing or recordation of any document or instrument or grant, attachment or recording for perfection of any Liens granted thereof or the filing of any financing statement or continuation statement relating to any Second Priority Representative thereof. Each Subordinated Creditor hereby agrees, upon request of the Collateral Agent or any Second Priority Senior Creditor at any time and from time to time, to execute such other documents or instruments as may be requested by the Collateral Agent or such Senior Creditor further to evidence of public record or otherwise the senior priority of the Senior Debt Parties as contemplated hereby. Each Subordinated Creditor further agrees to maintain on its books and records such notations as the Shared Senior Creditors may reasonably request to reflect the subordination contemplated hereby and to perfect or preserve the rights of the Collateral or of any Liens granted to any Agent and the Senior Representative or any other Senior Secured Party on the Shared Collateral Creditors hereunder. (or any actual or alleged defect in b) Without limiting any of the foregoing) and notwithstanding any provision rights of the Uniform Commercial Code of Collateral Agent or any applicable jurisdictionSenior Creditor under the Securities Purchase Agreement, any the other Transaction Documents, as applicable, or applicable law, in the event that the Senior Creditors or the Collateral Agent release or discharge any Second Priority guaranties of the Senior Debt Document given by guarantors which have also guarantied any of the Subordinated Debt or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral also securing any Senior Obligations now of the Subordinated Debt, such guarantors or hereafter held by (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or on behalf security interests, mortgages or liens in favor of any Senior Representative or any other Senior Secured Party or other agent or trustee the applicable Subordinated Creditor. Each Subordinated Creditor agrees that, within ten (10) days following the Collateral Agent’s written request therefor, regardless such Subordinated Creditor will execute, deliver and file any and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Collateral Agent reasonably deems necessary or appropriate in order to give effect to the preceding sentence. Each Subordinated Creditor hereby irrevocably appoints the Collateral Agent, and its successors and assigns, and their respective officers, with full power of how acquiredsubstitution, whether by grantthe true and lawful attorney(s) of such Subordinated Creditor for the purpose of effecting any such executions, statute, operation of law, subrogation or otherwise, deliveries and filings if and to the extent that such Subordinated Creditor shall have priority over and be senior in all respects and prior failed to any Lien on perform such obligations pursuant to the Shared Collateral securing any Second Priority Debt Obligations and foregoing provisions of this Section 8(b) within such ten (b10) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsedday period.

Lien Subordination. Subordinated Creditor hereby unconditionally agrees that: (i) all Liens of Subordinated Creditor in any property of either Obligor shall be and hereby are subordinated to the Senior Liens, and (ii) other than as set forth in Section 2.7(b), Subordinated Creditor shall have no right to possession of any property of any Obligor or to take any Subordinated Collection Action, unless and until all the Senior Indebtedness shall have been fully paid and satisfied and the Security Agreement has been terminated. Notwithstanding any rights or remedies available to Subordinated Creditor under applicable law (including, without limitation, under the Bankruptcy Code) or under any Subordinated Debt Document, Subordinated Creditor shall not, without the prior written consent of Senior Creditor, be permitted to take any action to foreclose, repossess, marshal, control or exercise any remedies with respect to any property of either Obligor or take any other action which would interfere with or impair the Senior Liens or the rights of Senior Creditor against either Obligor’s property, until the payment in full of the Senior Indebtedness and the termination of the Security Agreement. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) Liens, and notwithstanding any provision of the Uniform Commercial Code UCC or any other applicable law or the provisions of any applicable jurisdiction, any applicable law, any Second Priority Subordinated Debt Document or any other Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt FacilitySubordinated Creditor, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations Liens now or hereafter held by or on behalf for the benefit of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Creditor shall have priority over and be senior in right, priority, operation, effect and all other respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and all Subordinated Creditor Liens and (b) any Subordinated Creditor Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf for the benefit of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Subordinated Creditor shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Senior Liens. The Senior Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all any Subordinated Creditor Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations Liens are subordinated in any respect to any other Lien securing any other obligation of the Borrowereither Obligor, any other Grantor grantor or any other Person and regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, a fraudulent conveyance or legally or otherwise subordinateddeficient in any manner. Each of Senior Creditor and Subordinated Creditor, voidedagrees that it will not, avoidedand hereby waives any right to, invalidated directly or lapsedindirectly, contest or support any other Person in contesting, in any proceeding (including any Proceeding), the priority, validity or enforceability of any Senior Lien, or the validity or enforceability of the priorities, rights or obligations established by this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of Senior Creditor to enforce this Agreement. Each Obligor, by its execution of this Agreement, hereby acknowledges and agrees to the provisions of this paragraph, notwithstanding anything to the contrary in any document to which such Obligor is a party.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any other Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any the Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Senior Representative, on behalf of itself and each other Senior Secured Party, and the Second Priority Representative, on behalf of itself and each other Second Priority Debt Party under its Second Priority Debt FacilityParty, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Priority Obligations now or hereafter held by or on behalf of any the Senior Representative or Representative, any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and Obligations, (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any the Second Priority Representative, any other Second Priority Debt Parties Party or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Priority Obligations, (c) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any other Second Priority Debt Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing any Excess Senior Obligations, and (d) any Lien on the Collateral securing any Excess Senior Obligations now or hereafter held by or on behalf of the Senior Representative, any other Senior Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any Second Priority Debt Obligations. All Liens on the Shared Collateral (i) securing any Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Priority Obligations are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, and (ii) securing any Second Priority Debt Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Excess Senior Obligations for all purposes, whether or not such Liens securing any Second Priority Debt Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations. Other than to the extent constituting secured claims on the Collateral, all debt claims of the Senior Secured Parties and the Second Priority Debt Parties are intended to be pari passu.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any the Second Lien Agent or the Second Priority Representative or any Second Priority Debt Parties Lenders on the Shared Common Collateral or of any Liens granted to any the Senior Representative Agent or any other Senior Secured Party the First Priority Lenders on the Shared Collateral (or any actual or alleged defect in any of the foregoing) Common Collateral, and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdiction, any applicable law, any Second Priority Debt Document or any Senior Debt Document UCC or any other circumstance whatsoever, each applicable law or the First Priority Documents or the Second Priority RepresentativeDocuments, on behalf of itself the Second Lien Agent and each of the applicable Second Priority Debt Party under its Second Priority Debt Facility, Lenders hereby agrees that that: (a) any Lien on the Shared Common Collateral securing any Senior Obligations First Priority Claims now or hereafter held by or on behalf of any the Senior Representative Agent or any other Senior Secured Party First Priority Lender(s) or other any agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, therefor shall have priority over and be senior in all respects and prior to any Lien on the Shared Common Collateral securing any of the Second Priority Debt Obligations Claims; and (b) any Lien on the Shared Common Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any the Second Priority Representative, any Second Priority Debt Parties Lien Agent or any Second Priority Representative Lenders or other any agent or trustee therefor, therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Common Collateral securing any Senior ObligationsFirst Priority Claims. All Liens on the Shared Common Collateral securing any Senior Obligations First Priority Claims shall be and remain senior in all respects and prior to all Liens on the Shared Common Collateral securing any Second Priority Debt Obligations Claims for all purposes, whether or not such Liens securing any Senior Obligations First Priority Claims are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person Person; provided that, from and after the date of this Agreement the Senior Agent and First Priority Lenders will not, absent the prior consent of the Second Priority Agent, voluntarily subordinate the First Priority Liens to any other Lien on Common Collateral other than Liens securing a DIP Financing provided by the Senior Agent, the First Priority Lenders, or otherwise subordinatedany of them, voided, avoided, invalidated it being understood among the Parties hereto that nothing contained herein shall obligate the Senior Agent or lapsedany First Priority Lender to prosecute any action as against the holder of any such Lien purporting to be senior to the First Priority Liens.

Lien Subordination. (a) Notwithstanding the date, time, manner or order respective dates of filing or recordation of any document or instrument or grant, attachment or sf-3740373 perfection of any Liens granted to any Second Priority Representative the security interests of Existing Creditors and the security interests of LSQ, or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any contrary provision of the Uniform Commercial Code of UCC, or any applicable jurisdictionlaw or decision, any applicable lawor the provisions of the Credit Documents, any Second Priority Debt Document and irrespective of whether LSQ or any Senior Debt Document Existing Creditor holds possession of all or any other circumstance whatsoeverpart of the Collateral, (i) all now existing and hereafter arising security interests of LSQ in any A/R Facility Senior Collateral shall at all times be senior to the security interests of Existing Creditors in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of Existing Creditors in any Existing Senior Collateral shall at all times be senior to any security interests of LSQ in such Existing Senior Collateral. (b) Each of LSQ and each Second Priority RepresentativeExisting Agent, on behalf of itself the applicable Existing Creditors: (i) acknowledges and each Second Priority Debt Party under consents to (A) Borrower granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its Second Priority Debt Facilitysecurity interest in its Common Collateral, hereby and (C) Borrower’s entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that (a) it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, LSQ shall not take any Lien on action seeking to recharacterize any Intellectual Property or equipment, the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf proceeds of any Senior Representative either, or any other Existing Senior Secured Party Collateral or other agent proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or trustee thereforlien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, regardless of how acquired, whether by grant, statute, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of lawany turnover of payment provisions hereof, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, other agreements among any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsedparties hereto.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to Junior Lien in respect of any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to Senior Lien in respect of any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdictionUCC, PPSA, any applicable law, any Second Priority Debt Document Security Document, any alleged or actual defect or deficiency in any Senior Debt Document of the foregoing or any other circumstance whatsoever, each Second Priority the ABL Representative, for and on behalf of itself the ABL Secured Creditors, and each Second Priority Debt Party under its Second Priority Debt Facilitythe Term Loan Representative, for and on behalf of the Term Loan Secured Creditors, hereby agrees that acknowledge and agree that: (a) any Lien the Liens in favor of the ABL Representative on the Shared ABL Priority Collateral securing any Senior the ABL Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, (regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, and whether or not the Liens in favor of the ABL Representative on such ABL Priority Collateral are subordinated to any Lien on the ABL Priority Collateral securing any other obligation) shall have priority over be and be shall remain senior in all respects and prior to any Lien on the Shared ABL Priority Collateral in favor of the Term Loan Representative securing any Second Priority Debt Obligations and the Term Loan Obligations; (b) any Lien in favor of the Term Loan Representative on the Shared ABL Priority Collateral securing any Second the Term Loan Obligations (regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise) shall be and shall remain junior and subordinated in all respects to all Liens on the ABL Priority Debt Collateral in favor of the ABL Representative securing the ABL Obligations; (c) the Liens in favor of the Term Loan Representative on the Term Loan Priority Collateral securing the Term Loan Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, (regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, and whether or not the Liens in favor of the Term Loan Representative on such Term Loan Priority Collateral are subordinated to any Lien on the Term Loan Priority Collateral securing any other obligation) shall be and shall remain senior and prior to the Liens on the Term Loan Priority Collateral in favor of the ABL Representative securing the ABL Obligations; and (d) any Lien in favor of the ABL Representative on the Term Loan Priority Collateral securing the ABL Obligations (regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise) shall be and shall remain junior and subordinate subordinated in all respects to all Liens on the Shared Term Loan Priority Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation favor of the Borrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsedTerm Loan Representative securing the Term Loan Obligations.

Lien Subordination. Notwithstanding The parties agree that, at all times, whether before during or after any Insolvency Proceeding, to the dateextent valid, timeperfected, enforceable and not avoided, and, in each case, irrespective of the time or manner of perfection thereof or order of filing the execution, delivery or recordation issuance of any document Revolving Loan Documents or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdiction, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that Term Loan Documents (a) any Lien on Liens securing the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Priority Bank Debt shall have priority over and be senior to the Liens securing the Priority Term Loan Debt, the Excluded Bank Debt and the Excluded Term Loan Debt, and the Liens securing the Priority Term Loan Debt, the Excluded Bank Debt and the Excluded Term Loan Debt shall be and are hereby rendered subordinate and junior in all respects and prior priority to any Lien on the Shared Collateral Liens securing any Second the Priority Debt Obligations and Bank Debt, (b) any Lien on Liens securing the Shared Collateral securing any Second Priority Term Loan Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior senior to the Liens securing the Excluded Bank Debt and subordinate in all respects to all the Excluded Term Loan Debt and the Liens on securing the Shared Collateral securing any Senior Obligations. All Liens on Excluded Bank Debt and the Shared Collateral securing any Senior Obligations Excluded Term Loan Debt shall be and remain senior are hereby rendered subordinate and junior in all respects and prior priority to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations the Priority Term Loan Debt, and (c) Liens securing the Excluded Bank Debt shall be senior to the Liens securing the Excluded Term Loan Debt and the Liens securing the Excluded Term Loan Debt shall be and are subordinated hereby rendered subordinate and junior in priority to any Lien the Liens securing any other obligation the Excluded Bank Debt. The Term Loan Agent and the Term Loan Lenders further acknowledge and agree that the mortgages evidencing Revolving Credit Agent’s mortgage Liens, as the same may be modified, consolidated, extended or amended from time to time, secure future advances, the Revolving Credit Agent and the Revolving Credit Secured Parties have, subject to the limitations contained in this Intercreditor Agreement, a first priority mortgage lien under such mortgages to secure such future advances, and, to the extent such mortgages of the BorrowerRevolving Credit Agent encumber property and interests in Pennsylvania, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsedsuch mortgages are “open-end mortgages” as described in 42 Pa.C.S.A. §8143.

Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative the Trustee or any Second Priority Debt Parties the Noteholders on the Shared Common Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party Bank on the Shared Common Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the Uniform Commercial Code of UCC, or any applicable jurisdiction, any applicable law, any Second Priority Debt Document law or any the Noteholder Documents or the Senior Debt Document Lender Documents or any other circumstance whatsoever, each Second Priority Representativethe Trustee, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facilitythe Noteholders, hereby agrees that that: (a) any Lien on the Shared Common Collateral securing any Senior the First Priority Lien Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Bank shall have priority over and be senior in all respects and prior to any Lien on the Shared Common Collateral securing any the Second Priority Debt Obligations Lien Obligations; and (b) any Lien on the Shared Common Collateral securing any Second Priority Debt Obligations now or hereafter held by the Trustee or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, the Noteholders regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Common Collateral securing any Senior the First Priority Lien Obligations. All Liens on the Shared Common Collateral securing any Senior the First Priority Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Common Collateral securing any the Second Priority Debt Lien Obligations for all purposes. For the avoidance of doubt, whether in the event the Trustee or not any Noteholder becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing any Senior First Priority Lien Obligations on the same basis as the other Liens securing the Second Priority Lien Obligations are so subordinated to such First Priority Lien Obligations under this Agreement. The Trustee on behalf of itself and each Noteholder, agrees not to take or cause to be taken any action, the purpose or effect of which is to make any Lien securing in respect of any other obligation of the BorrowerCommon Collateral pari passu with or senior to, or to give the Trustee or any Noteholder any preference or priority relative to, the liens in favor of Bank in respect of the Senior Lender Collateral. For the purposes of the foregoing allocation of priorities, any other Grantor claim of a right of set-off shall be treated in all respects as a Lien, and no claimed right of set-off shall be asserted by the Trustee on behalf of itself or any other Person Noteholder to defeat or otherwise subordinated, voided, avoided, invalidated diminish the rights or lapsedpriorities of the Lien of Bank provided for herein.