Common use of Priority of Liens Clause in Contracts

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Agent or the other ABL Credit Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Agent or the other Term Credit Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for or the benefit of Term Agent (or the other ABL Secured Credit Parties or any the other Term Agent for the benefit of the Term Secured Parties Credit Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (viv) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or any the other ABL Credit Parties or the Term Agent to perfect its Lien in or the Collateral, the subordination of any Lien on the Collateral other Term Credit Parties securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are contractually subordinated to any Lien securing any other obligation of any Borrower or Loan Party other than the Term Guarantor, Obligations or the avoidanceABL Obligations, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligationsrespectively, the ABL Agent, on behalf of itself and the other ABL Secured Credit Parties, and each the Term Agent, on behalf of itself and the applicable other Term Secured Credit Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Second Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent Agents for the benefit of the ABL Secured Parties or any Term the Second Lien Agent for the benefit of the Term Second Lien Secured Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Second Lien Documents, (iv) whether the ABL Agent Agents or any Term the Second Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent Agents or any Term the Second Lien Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Second Lien Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Second Lien Obligations, the ABL Agents, on behalf of themselves and the ABL Secured Parties, and the Second Lien Agent, on behalf of itself and the ABL Secured Parties, and each Term Agent, on behalf of itself and the applicable Term Second Lien Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Second Lien Priority Collateral:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL First Lien Agent or the First Lien Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Second Lien Agent or the Second Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL First Lien Agent for or the benefit of the ABL Second Lien Agent (or First Lien Secured Parties or any Term Agent for the benefit of the Term Second Lien Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL First Lien Loan Documents or the Term Second Lien Loan Documents, (iv) whether the ABL First Lien Agent or any Term the Second Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL First Lien Obligations or the Term Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL First Lien Agent or any Term the Second Lien Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL First Lien Obligations or Term Second Lien Obligations, as applicable, to any Lien securing any other obligation of any the Borrower or Term any Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL First Lien Obligations or Term Second Lien Obligations, the ABL First Lien Agent, on behalf of itself and the ABL First Lien Secured Parties, and each Term the Second Lien Agent, on behalf of itself and the applicable Term Second Lien Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Agent or the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties First Lien Notes Agent or any First Lien Notes Party in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for or the benefit of the First Lien Notes Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties First Lien Notes Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable Debtor Relief Laws Law, or any other applicable law, or of the ABL Documents or the Term First Lien Notes Documents, (iv) whether the ABL Agent or any Term the First Lien Notes Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which fact that any such Liens in favor of the ABL Agent or the First Lien Notes Agent (or ABL Secured Parties or any First Lien Notes Secured Parties) securing or purporting to secure any of the ABL Obligations or First Lien Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of the Term Parent Borrower or any Guarantor other than the First Lien Notes Obligations are advanced or made available to the Loan PartiesABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, Parties and each Term the First Lien Notes Agent, on behalf of itself and the applicable Term other First Lien Notes Secured Parties and the Future Notes Indebtedness Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Revolving Lender or the Revolving Secured Parties in respect of all or any portion of the Common Collateral or of any Liens granted to the Term Agent or the Term Secured Parties in respect of all or any portion of the Common Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Revolving Lender or the Term Agent for the benefit of the ABL (or Revolving Secured Parties or any Term Agent for the benefit of the Term Secured Parties Parties) in any Common Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Revolving Documents or the Term Documents, (iv) whether the ABL Agent Revolving Lender or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the date on which the ABL Revolving Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL AgentRevolving Lender, on behalf of itself and the ABL Revolving Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, and (vi) the fact that any such Liens in favor of the Revolving Lender or the Term Agent (or Revolving Secured Parties or Term Secured Parties) are (A) subordinated (to the extent permitted hereunder) to any Lien securing any obligation of any Loan Party other than the applicable Revolving Obligations or Term Obligations, as the case may be, or (B) otherwise subordinated, voided, avoided, invalidated or lapsed, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for or the benefit of the Term Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or any the ABL Lenders or the Term Agent to perfect its Lien in or the Collateral, the subordination of any Lien on the Collateral Term Lenders securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Term Obligations or Term Guarantorthe ABL Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or Collateral, of any Liens granted to the Term Cash Flow Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Junior Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent, the Cash Flow Agent for the benefit of the or any Junior Agent (or ABL Secured Parties, Cash Flow Secured Parties or any Term Agent for the benefit of the Term Junior Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents, the Cash Flow Documents or the Term Junior Debt Documents, (iv) whether the ABL Agent, the Cash Flow Agent or any Term the Junior Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations, the Cash Flow Obligations or the Term any Junior Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or any Term Agent to perfect its Lien in the CollateralABL Lenders, the subordination of Cash Flow Agent or the Cash Flow Lenders or any Lien on the Collateral Junior Agent or any Junior Lenders securing any of the ABL Obligations, the Cash Flow Obligations or Term the Junior Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Cash Flow Obligations (in the case of the ABL Obligations), the ABL Obligations (in the case of the Cash Flow Obligations) or Term Guarantorthe Senior Obligations (in the case of the Junior Obligations), or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each Term the Cash Flow Agent, on behalf of itself and the applicable Term Cash Flow Secured Parties, and each Junior Agent that becomes a party to this Agreement, on behalf of itself and the Junior Secured Parties represented thereby, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Senior Lien Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Junior Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Senior Lien Agent for or the benefit of the ABL Junior Lien Agent (or Senior Lien Secured Parties or any Term Agent for the benefit of the Term Junior Lien Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, PPSA, Mortgages Act, Debtor Relief Laws or any other applicable law, or of the ABL Senior Lien Documents or the Term DocumentsJunior Lien Documents (in each case, other than the provisions of this Agreement), (iv) whether the ABL Senior Lien Agent or any Term the Junior Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Senior Lien Obligations or the Term Junior Lien Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Senior Lien Agent or any Term the other Senior Lien Lenders or the Junior Lien Agent to perfect its or the other Junior Lien in the Collateral, the subordination of any Lien on the Collateral Lenders securing any ABL of the Senior Lien Obligations or Term Junior Lien Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Junior Lien Obligations or Term Guarantorthe Senior Lien Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Senior Lien Agent, on behalf of itself and the ABL Senior Lien Secured Parties, and each Term the Junior Lien Agent, on behalf of itself and the applicable Term Junior Lien Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL First Lien Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Second Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL any First Lien Agent for the benefit of the ABL or any Second Lien Agent (or any other First Lien Secured Parties or any Term Agent for the benefit of the Term other Second Lien Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL First Lien Documents or the Term DocumentsSecond Lien Documents (in each case, other than the provisions of this Agreement), (iv) whether the ABL any First Lien Agent or any Term Second Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL First Lien Obligations or the Term Second Lien Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of any First Lien Agent or the other applicable First Lien Secured Parties or any Second Lien Agent or the other applicable Second Lien Secured Parties securing any of the ABL Agent or any Term Agent to perfect its First Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Second Lien Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Second Lien Obligations or Term Guarantorthe First Lien Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any kind or nature whatsoever, each First Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL other applicable First Lien Secured Parties, and each Term Second Lien Agent, on behalf of itself and the other applicable Term Second Lien Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any the Term Agent for the benefit of the Term Secured Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any the Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself themselves and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral:

Priority of Liens. (a) Notwithstanding Subject to the order of application of proceeds set forth in sub clauses (b) and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the or any Term Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or the ABL Secured Parties or any Term Agent to perfect its Lien in or the Collateral, the subordination of any Lien on the Collateral Term Secured Parties securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Term Obligations or Term Guarantorthe ABL Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each of the Term AgentAgents, on behalf of itself and the applicable relevant Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties in respect of all or any portion of the ABL Collateral or of any Liens granted to the Term Second Lien Secured Parties in respect of all or any portion of the Second Lien Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent Agents for the benefit of the ABL Secured Parties in any ABL Collateral or any Term the Second Lien Agent for the benefit of the Term Second Lien Secured Parties in any Second Lien Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Second Lien Documents, (iv) whether the ABL Agent Agents or any Term the Second Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent Agents or any Term the Second Lien Agent to perfect its Lien in the ABL Collateral or the Second Lien Collateral, as applicable, the subordination of any Lien on the ABL Collateral securing any ABL Obligations or Term on any Second Lien Collateral securing any Second Lien Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the ABL Collateral securing any ABL Obligations or Term on any Second Lien Collateral securing any Second Lien Obligations, the ABL Agents, on behalf of themselves and the ABL Secured Parties, and the Second Lien Agent, on behalf of itself and the ABL Secured Parties, and each Term Agent, on behalf of itself and the applicable Term Second Lien Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties Revolving Credit Agent in respect of all or any portion of the Collateral (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) or of any Liens granted to the Term Secured Parties Note Collateral Agent in respect of all or any portion of the Secured HY Collateral (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Revolving Secured Parties or any Term Agent for the benefit of the Term Secured Parties HY Note Holders in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws the Bankruptcy Code or any other applicable law, or of the ABL Revolving Loan Documents or the Term Secured HY Documents, (iv) whether the ABL Revolving Credit Agent or any Term the Note Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations proceeds of the Revolving Debt or the Term Obligations Secured HY Debt are advanced or made available to the Loan PartiesParties (vi) the fact that any such Liens in favor of either Party securing any of the Revolving Debt or Secured HY Debt, respectively, are equitably subordinated, voided, avoided, invalidated or lapsed, or (vivii) on account of any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateralother circumstance whatsoever, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Revolving Credit Agent, on behalf of itself and the ABL Revolving Secured Parties, and each Term the Note Collateral Agent, on behalf of itself and the applicable Term Secured PartiesHY Note Holders, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralagrees that:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for or the benefit of the Term Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to any of the Loan Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or any the ABL Secured Parties or the Term Agent to perfect its Lien in or the Collateral, the subordination of any Lien on the Collateral Term Secured Parties securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Loan Party other than the Term Obligations or Term Guarantorthe ABL Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (ah) Notwithstanding Subject to the order of application of proceeds set forth in sub-clauses (b) and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or Collateral, of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Junior Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent, the Term Agent for the benefit of the or Junior Agent (or ABL Secured Parties, Term Secured Parties or any Term Agent for the benefit of the Term Junior Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents, the Term Documents or the Term Junior Documents, (iv) whether the ABL Agent, the Term Agent or any Term Junior Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations, the Term Obligations or the Term Junior Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or any the ABL Lenders, the Term Agent to perfect its Lien in or the Collateral, the subordination of Term Lenders or any Lien on the Collateral Junior Agent or any Junior Lenders securing any of the ABL Obligations, Term Obligations or Term Junior Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Term Obligations (in the case of the ABL Obligations), the ABL Obligations (in the case of the Term Obligations) or Term Guarantorthe Senior Obligations (in the case of the Junior Obligations), respectively, or the avoidance(y) otherwise subordinated, invalidation unperfected, voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, and each Junior Agent that becomes a party to this Agreement, on behalf of itself and the Junior Secured Parties represented thereby, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for or the benefit of the Term Agent (or other ABL Secured Parties or any Term Agent for the benefit of the other Term Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or (iv) any provision of the ABL Documents or the Term DocumentsDocuments (in each case, other than this Agreement), (ivv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (vvi) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Credit Parties, or (vivii) the fact that any failure such Liens in favor of the ABL Agent or any the ABL Lenders or the Term Agent to perfect its Lien in or the Collateral, the subordination of any Lien on the Collateral Term Lenders securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Term Obligations or Term Guarantorthe ABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed (in each case, with respect to subordination, other than pursuant to this Agreement), (viii) the avoidance, invalidation possession or lapse control by any Agent or any Secured Party or any bailee of all or any part of any Lien on Collateral as of the Collateral securing date hereof or otherwise, or (ix) any ABL Obligations other circumstance of any kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the other ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable other Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. a. Subject to the order of application of proceeds set forth in sub-clauses (ab) Notwithstanding and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the or any Term Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or the ABL Secured Parties or any Term Agent to perfect its Lien in or the Collateral, the subordination of any Lien on the Collateral Term Secured Parties securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Term Obligations or Term Guarantorthe ABL Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each of the Term AgentAgents, on behalf of itself and the applicable relevant Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Second Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent Agents for the benefit of the ABL Secured Parties or any Term the Second Lien Agent for the benefit of the Term Second Lien Secured Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Second Lien Documents, (iv) whether the ABL Agent Agents or any Term the Second Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent Agents or any Term the Second Lien Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Second Lien Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Second Lien Obligations, the ABL Agents, on behalf of themselves and the ABL Secured Parties, and the Second Lien Agent, on behalf of itself and the ABL Secured Parties, and each Term Agent, on behalf of itself and the applicable Term Second Lien Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral:

Priority of Liens. (a) Notwithstanding Subject to the order of application of proceeds set forth in sub-clauses (b) and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or Collateral, of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Junior Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent, the Term Agent for the benefit of the or Junior Agent (or ABL Secured Parties, Term Secured Parties or any Term Agent for the benefit of the Term Junior Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents, the Term Documents or the Term Junior Documents, (iv) whether the ABL Agent, the Term Agent or any Term Junior Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations, the Term Obligations or the Term Junior Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or any the ABL Lenders, the Term Agent to perfect its Lien in or the Collateral, the subordination of Term Lenders or any Lien on the Collateral Junior Agent or any Junior Lenders securing any of the ABL Obligations, Term Obligations or Term Junior Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Term Obligations (in the case of the ABL Obligations), the ABL Obligations (in the case of the Term Obligations) or Term Guarantorthe Senior Obligations (in the case of the Junior Obligations), respectively, or the avoidance(y) otherwise subordinated, invalidation unperfected, voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, and each Junior Agent that becomes a party to this Agreement, on behalf of itself and the Junior Secured Parties represented thereby, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any the Term Agent for the benefit of the Term Secured Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) (A) any failure of the ABL Agent or any the Term Agent to perfect its Lien in the Collateral, (B) the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term GuarantorLoan Party, or (C) the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Agent or the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties Notes Agent or any Notes Party in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for or the benefit of the Notes Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties Notes Parties) in any Collateral, (iii) any provision of the Uniform Commercial CodeUCC, the Bankruptcy Code or any other applicable Debtor Relief Laws Law, or any other applicable law, the Security Documents or of the ABL Documents or the Term Notes Documents, (iv) whether the ABL Agent or any Term the Notes Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which fact that any such Liens in favor of the ABL Agent or the Notes Agent (or ABL Secured Parties or any Notes Secured Parties) securing or purporting to secure any of the ABL Obligations or Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of the Term Company or any Guarantor other than the Notes Obligations are advanced or made available to the Loan PartiesABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, Parties and each Term the Notes Agent, on behalf of itself and the applicable Term other Notes Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of filing or recordation of any document or instrument or grant, attachment, attachment or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to any Representative or any other Secured Party on the ABL Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any Bankruptcy Law, any other applicable law, any Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each other Second Priority Secured Parties in respect Party under its Debt Facility, hereby agrees that, so long as the Discharge of First Priority Debt Obligations of all Series has not occurred, (A) any Lien on the Shared Collateral securing or purporting to secure any First Priority Debt Obligations now or hereafter held by or on behalf of the Initial First Priority Representative, any other First Priority Representative or any portion of the Collateral other First Priority Secured Party or any Liens granted to the Term Secured Parties in respect of all other agent or any portion of the Collateral and trustee therefor, regardless of how any such Lien was acquired (acquired, whether by grant, statute, operation of law, subrogation or otherwise), shall have priority over and be senior in right, priority, operation, effect and all other respects to any and all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (iiB) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Shared Collateral securing or purporting to secure any ABL Second Priority Debt Obligations now or Term Obligationshereafter held by or on behalf of the Initial Second Priority Representative, as applicableany other Second Priority Representative or any other Second Priority Secured Party 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 any and all Liens on the Shared Collateral securing or purporting to secure any First Priority Debt Obligations. All Liens on the Shared Collateral securing or purporting to secure any First Priority Debt Obligations shall be and remain senior in right, priority, operation, effect and all other respects to any 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 First Priority Debt Obligations are subordinated in any respect to any other Lien securing any other obligation of any Borrower Grantor or Term Guarantorany other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance, invalidation or lapse avoidance of any Lien on the Collateral securing any ABL Obligations or Term Obligationsdoubt, the ABL Agent, on behalf of itself subordination provided for in this Agreement is lien subordination only and the ABL Secured Parties, and each Term Agent, on behalf Second Priority Debt Obligations are not subordinated in right of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply payment to the Liens upon and right to payment from Proceeds of the ABL First Priority Collateral and the Term Priority Collateral:Debt Obligations.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Collateral Agent or any other ABL Secured Parties Party in respect of all or any portion of the Collateral or of any Liens granted to the any Term Collateral Agent or any other Term Secured Parties Party in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor favour of the ABL Collateral Agent for the benefit of the ABL Secured Parties or any Term Collateral Agent for the benefit of the (or any other ABL Secured Party or other Term Secured Parties in Party) on any Collateral, (iii) any provision of the Uniform Commercial CodePPSA, Debtor Relief Laws the BIA or any other applicable law, or of the ABL Documents or Documents, the Term Documents, the Secured Swap Agreements or the Banking Services Agreements, (iv) whether the ABL Collateral Agent or any Term Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which fact that any such Liens in favour of the ABL Collateral Agent or any other ABL Secured Party or any Term Collateral Agent or any other Term Secured Party securing any of the ABL Obligations or Term Obligations, respectively, may be (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Obligations are advanced or made available to the Loan PartiesABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligationsnature whatsoever, the ABL Collateral Agent, on behalf of itself and the other ABL Secured Parties, and each Term Collateral Agent, on behalf of itself and the applicable Other Applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties in respect of all or any portion of the ABL Collateral or of any Liens granted to the Term Second Lien Secured Parties in respect of all or any portion of the Second Lien Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent Agents for the benefit of the ABL Secured Parties in any ABL Collateral or any Term the Second Lien Agent for the benefit of the Term Second Lien Secured Parties in any Second Lien Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Second Lien Documents, (iv) whether the ABL Agent Agents or any Term the Second Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent Agents or any Term the Second Lien Agent to perfect its Lien in the ABL Collateral or the Second Lien Collateral, as applicable, the subordination of any Lien on the ABL Collateral securing any ABL Obligations or Term on any Second Lien Collateral securing any Second Lien Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Table of Contents Guarantor, or the avoidance, invalidation or lapse of any Lien on the ABL Collateral securing any ABL Obligations or Term on any Second Lien Collateral securing any Second Lien Obligations, the ABL Agents, on behalf of themselves and the ABL Secured Parties, and the Second Lien Agent, on behalf of itself and the ABL Secured Parties, and each Term Agent, on behalf of itself and the applicable Term Second Lien Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Senior Lien Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Junior Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Senior Lien Agent for or the benefit of the ABL Junior Lien Agent (or Senior Lien Secured Parties or any Term Agent for the benefit of the Term Junior Lien Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Senior Lien Documents or the Term DocumentsJunior Lien Documents (in each case, other than the provisions of this Agreement), (iv) whether the ABL Senior Lien Agent or any Term the Junior Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Senior Lien Obligations or the Term Junior Lien Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Senior Lien Agent or any Term the other Senior Lien Lenders or the Junior Lien Agent to perfect its or the other Junior Lien in the Collateral, the subordination of any Lien on the Collateral Lenders securing any ABL of the Senior Lien Obligations or Term Junior Lien Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Junior Lien Obligations or Term Guarantorthe Senior Lien Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Senior Lien Agent, on behalf of itself and the ABL Senior Lien Secured Parties, and each Term the Junior Lien Agent, on behalf of itself and the applicable Term Junior Lien Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL First Lien Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Second Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL First Lien Agent for or the benefit of the ABL Second Lien Agent (or First Lien Secured Parties or any Term Agent for the benefit of the Term Second Lien Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws Code or any other applicable law, or of the ABL First Lien Documents or the Term DocumentsSecond Lien Documents (in each case, other than the provisions of this Agreement), (iv) whether the ABL First Lien Agent or any Term the Second Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL First Lien Obligations or the Term Second Lien Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL First Lien Agent or any Term the other First Lien Lenders or the Second Lien Agent to perfect its or the other Second Lien in the Collateral, the subordination of any Lien on the Collateral Lenders securing any ABL of the First Lien Obligations or Term Second Lien Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Second Lien Obligations or Term Guarantorthe First Lien Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL First Lien Agent, on behalf of itself and the ABL First Lien Secured Parties, and each Term the Second Lien Agent, on behalf of itself and the applicable Term Second Lien Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Term Loan Collateral Agent or any other Term Loan Secured Parties Party in respect of all or any portion of the Collateral or of any Liens granted to the Term Notes Collateral Agent or any other Notes Secured Parties Party in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any Term Agent for the benefit favour of the Term Loan Collateral Agent or the Notes Collateral Agent (or any other Term Loan Secured Parties in Party or other Notes Secured Party) on any Collateral, (iii) any provision of the Uniform Commercial CodePPSA, Debtor Relief Laws the BIA or any other applicable law, or of the ABL Documents Term Loan Documents, the Notes Documents, the Secured Swap Agreements or the Term DocumentsBanking Services Agreements, (iv) whether the ABL Term Loan Collateral Agent or any Term the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which fact that any such Liens in favour of the ABL Term Loan Collateral Agent or any other Term Loan Secured Party or the Notes Collateral Agent or any other Notes Secured Party securing any of the Term Loan Obligations or Notes Obligations, respectively, may be (x) subordinated to any Lien securing any obligation of any Credit Party other than the Notes Obligations or the Term Obligations are advanced Loan Obligations, respectively, or made available to the Loan Parties(y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any failure other circumstance of the ABL Agent any kind or any Term Agent to perfect its Lien in the Collateralnature whatsoever, the subordination of any Lien on the Term Loan Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL other Term Loan Secured Parties, and each Term the Notes Collateral Agent, on behalf of itself and the applicable Term other Notes Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding a)Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any the Term Agent for the benefit of the Term Secured Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any the Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself themselves and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral:: (1)With respect to the ABL Priority Collateral: (A) a senior Lien to the ABL Agent and the other ABL Secured Parties to the extent of the ABL Obligations; (B) a junior Lien to the Term Agent and the other Term Secured Parties to the extent of the Term Obligations (it being acknowledged and agreed that the Term Agent does not, and shall not, have a Lien on the Canadian Collateral or the European Collateral). For clarity, the Lien of the ABL Agent on the ABL Priority Collateral shall be senior to any Lien of the Term Agent thereon and any Lien of the Term Agent on the ABL Priority Collateral shall be junior to the Lien of the ABL Agent thereon. (2)With respect to the Term Priority Collateral: 15 (A) a senior Lien to the Term Agent and the other Term Secured Parties to the extent of the Term Obligations; (B) a junior Lien to the ABL Agent and the other ABL Secured Parties to the extent of the ABL Obligations. For clarity, the Lien of the Term Agent on the Term Priority Collateral shall be senior to the Lien of the ABL Agent thereon and the Lien of the ABL Agent on the Term Priority Collateral shall be junior to the Lien of the Term Agent thereon. (b)The Term Agent, for and on behalf of itself and the Term Secured Parties, acknowledges and agrees that, concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Secured Parties, has been, or may be, granted Liens upon all of the Term Priority Collateral and the Term Agent hereby consents thereto. The ABL Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the Term Agent, for the benefit of itself and the Term Secured Parties, has been, or may be, granted Liens upon all of the ABL Priority Collateral and the ABL Agent hereby consents thereto. The subordination of Liens by the Term Agent and the ABL Agent in favor of one another as set forth herein shall not be deemed to subordinate the Term Agent’s Liens or the ABL Agent’ Liens to the Liens of any other Person. Section 2.2

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in or failure to attach or perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of any defect or deficiency in, or failure to perfect, of the foregoing) of any Liens granted to the ABL First Lien Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Second Lien Notes Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL First Lien Agent for or the benefit of the ABL Second Lien Notes Trustee (or First Lien Secured Parties or any Term Agent for the benefit of the Term Second Lien Notes Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL First Lien Documents or the Term Second Lien Notes Documents, (iv) whether the ABL any First Lien Agent or any Term Agentthe Second Lien Notes Trustee, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL First Lien Obligations or the Term Second Lien Notes Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL First Lien Agent or any Term Agent to perfect its the First Lien in Lenders or the Collateral, Second Lien Notes Trustee or the subordination of any Second Lien on the Collateral Notes Holders securing any ABL of the First Lien Obligations or Term Second Lien Notes Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the First Lien Obligations or Term Guarantorthe Second Lien Notes Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing kind or nature whatsoever, in each case, whether or not any ABL Obligations Insolvency Proceeding has been commenced by or Term Obligationsagainst any Credit Party, the ABL AgentSecond Lien Notes Trustee, on behalf of itself and the ABL Secured Parties, and each Term Agent, on behalf of itself and the applicable Term other Second Lien Notes Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralagrees that:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Senior Lien Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Junior Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Senior Lien Agent for or the benefit of the ABL Junior Lien Agent (or Senior Lien Secured Parties or any Term Agent for the benefit of the Term Junior Lien Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Senior Lien Documents or the Term DocumentsJunior Lien Documents (in each case, other than the provisions of this Agreement), (iv) whether the ABL Senior Lien US-DOCS\79710835.5 Senior Junior Intercreditor Agreement Agent or any Term the Junior Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Senior Lien Obligations or the Term Junior Lien Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Senior Lien Agent or any Term the other Senior Lien Lenders or the Junior Lien Agent to perfect its or the other Junior Lien in the Collateral, the subordination of any Lien on the Collateral Lenders securing any ABL of the Senior Lien Obligations or Term Junior Lien Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Junior Lien Obligations or Term Guarantorthe Senior Lien Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Senior Lien Agent, on behalf of itself and the ABL Senior Lien Secured Parties, and each Term the Junior Lien Agent, on behalf of itself and the applicable Term Junior Lien Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding Subject to the order of application of proceeds set forth in sub-clauses (b) and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, #94592040v2 attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the or any Term Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or the ABL Secured Parties or any Term Agent to perfect its Lien in or the Collateral, the subordination of any Lien on the Collateral Term Secured Parties securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Term Obligations or Term Guarantorthe ABL Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each of the Term AgentAgents, on behalf of itself and the applicable relevant Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any the Term Agent for the benefit of the Term Secured Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan PartiesBorrowers, or (vi) any failure of the ABL Agent or any the Term Agent to perfect its Lien in on the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term GuarantorObligor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral:

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for or the benefit of the Term Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, the PPSA, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or any the ABL Lenders or the Term Agent to perfect its Lien in or the Collateral, the subordination of any Lien on the Collateral Term Lenders securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Term Obligations or Term Guarantorthe ABL Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties or to the ABL Agent on behalf of the ABL Secured Parties, in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for or the benefit of the Term Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Facility Documents or the Term Facility Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or any the ABL Lenders or the Term Agent to perfect its Lien in or the Collateral, the subordination of any Lien on the Collateral Term Lenders securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Loan Party other than the Term Obligations or Term Guarantorthe ABL Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Senior Lien Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Junior Lien Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for Senior Lien Agents or the benefit of the ABL Junior Lien Agents (or Senior Lien Secured Parties or any Term Agent for the benefit of the Term Junior Lien Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Senior Lien Documents or the Term DocumentsJunior Lien Documents (in each case, other than the provisions of this Agreement), (iv) whether the ABL any Senior Lien Agent or any Term Junior Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Senior Lien Obligations or the Term Junior Lien Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent Senior Lien Agents or any Term Agent to perfect its the other Senior Lien in Lenders or the Collateral, Junior Lien Agents or the subordination of any other Junior Lien on the Collateral Lenders securing any ABL of the Senior Lien Obligations or Term Junior Lien Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Junior Lien Obligations or Term Guarantorthe Senior Lien Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any kind or nature whatsoever, each Senior Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Senior Lien Secured PartiesParties represented by it, and each Term Junior Lien Agent, on behalf of itself and the applicable Term Junior Lien Secured Parties represented by it, hereby agree that: any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Junior Lien Agents or any Junior Lien Secured Party that secures all or any portion of the Junior Lien Obligations shall in all respects be junior and subordinate to all Liens granted to the Senior Lien Agents and the other Senior Lien Secured Parties in the Collateral to secure all or any portion of the Senior Lien Obligations; and any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Senior Lien Agents or any Senior Lien Secured Party that secures all or any portion of the Senior Lien Obligations shall in all respects be senior and prior to all Liens granted to the Junior Lien Agents or any Junior Lien Secured Party in the Collateral to secure all or any portion of the Junior Lien Obligations. Notwithstanding any failure by any Senior Lien Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the Senior Lien Secured Parties, the priority and rights as between the Senior Lien Secured Parties and the Junior Lien Secured Parties with respect to the Collateral shall be as set forth herein. Each Junior Lien Agent, for and on behalf of itself and the Junior Lien Secured Parties represented by it, acknowledges and agrees that, concurrently herewith, each Senior Lien Agent, for the benefit of itself and the Senior Lien Secured Parties represented by it, has been, or may be, granted Liens upon all of the Collateral in which the Junior Lien Agents have been granted Liens and each Junior Lien Agent hereby agree that consents thereto. Each Senior Lien Agent, for and on behalf of itself and the following priorities apply Senior Lien Secured Parties represented by it, acknowledges and agrees that, concurrently herewith, each Junior Lien Agent, for the benefit of itself and the Junior Lien Secured Parties represented by it, has been, or may be, granted Liens upon all of the Collateral in which the Senior Lien Agents have been granted Liens and each Senior Lien Agent hereby consents thereto. The subordination of Liens by the Junior Lien Agents in favor of the Senior Lien Agents as set forth herein shall not be deemed to subordinate the Junior Lien Agents’ Liens to the Liens upon and right of any other Person, nor shall such subordination be affected by the subordination of such Liens to payment from Proceeds any Lien of the ABL Priority Collateral and the Term Priority Collateral:any other Person.

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the any Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the or any Term Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, the PPSA, Debtor Relief Laws or any other applicable law, or of the any ABL Documents or the any Term Documents, (iv) whether the ABL Agent or any Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the any Term Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or the ABL Lenders or any Term Agent to perfect its Lien in the Collateral, the subordination of or any Lien on the Collateral Term Lenders securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Term Obligations or Term Guarantorthe ABL Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each of the Term AgentAgents, on behalf of itself and the applicable Term Secured PartiesParties represented by it, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, manner or order of filing or recordation of any document or instrument or grant, attachment, attachment or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to any Representative or any other Secured Party on the ABL Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any Bankruptcy Law, any other applicable law, any Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each other Second Priority Secured Parties in respect Party under its Debt Facility, hereby agrees that, so long as the Discharge of First Priority Debt Obligations of all Series has not occurred, (A) any Lien on the Shared Collateral securing or purporting to secure any First Priority Debt Obligations now or hereafter held by or on behalf of the Initial First Priority Representative, any other First Priority Representative or any portion of the Collateral other First Priority Secured Party or any Liens granted to the Term Secured Parties in respect of all other agent or any portion of the Collateral and trustee therefor, regardless of how any such Lien was acquired (acquired, whether by grant, statute, operation of law, subrogation or otherwise), shall have priority over and be senior in right, priority, operation, effect and all other respects to any and all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (iiB) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Shared Collateral securing or purporting to secure any ABL Second Priority Debt Obligations now or Term Obligationshereafter held by or on behalf of the Initial Second Priority Representative, as applicableany other Second Priority Representative or any other Second Priority Secured Party 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 any and all Liens on the Shared Collateral securing or purporting to secure any First Priority Debt Obligations. All Liens on the Shared Table of Contents Collateral securing or purporting to secure any First Priority Debt Obligations shall be and remain senior in right, priority, operation, effect and all other respects to any 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 First Priority Debt Obligations are subordinated in any respect to any other Lien securing any other obligation of any Borrower Grantor or Term Guarantorany other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance, invalidation or lapse avoidance of any Lien on the Collateral securing any ABL Obligations or Term Obligationsdoubt, the ABL Agent, on behalf of itself subordination provided for in this Agreement is lien subordination only and the ABL Secured Parties, and each Term Agent, on behalf Second Priority Debt Obligations are not subordinated in right of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply payment to the Liens upon and right to payment from Proceeds of the ABL First Priority Collateral and the Term Priority Collateral:Debt Obligations.

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Credit Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any the Term Agent for the benefit of the Term Secured Credit Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan PartiesBorrowers, or (vi) any failure of the ABL Agent or any the Term Agent to perfect its Lien in on the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term GuarantorObligor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Credit Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral:

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties in respect of all or any portion of the ABL Collateral or of any Liens granted to the Term Second Lien Secured Parties in respect of all or any portion of the Second Lien Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent Agents for the benefit of the ABL Secured Parties in any ABL Collateral or any Term the Second Lien Agent for the benefit of the Term Second Lien Secured Parties in any Second Lien Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Second Lien Documents, (iv) whether the ABL Agent Agents or any Term the Second Lien Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Second Lien Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent Agents or any Term the Second Lien Agent to perfect its Lien in the ABL Collateral or the Second Lien Collateral, as applicable, the subordination of any Lien on the ABL Collateral securing any ABL Obligations or Term on any Second Lien Collateral securing any Second Lien Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateral:or

Priority of Liens. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or any defect or deficiency in, or failure to perfect, of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Notes Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any Term Agent the Notes Collateral Agents for the benefit of the Term US-DOCS\116541863.10 Notes Secured Parties in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Notes Documents, (iv) whether the ABL Agent or any Term Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Notes Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any Term Notes Collateral Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Notes Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Notes Obligations, the ABL Agent, on behalf of itself themselves and the ABL Secured Parties, and each Term Agentthe Notes Collateral Agents, on behalf of itself themselves and the applicable Term Notes Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Notes Priority Collateral:

Priority of Liens. (a) Notwithstanding Subject to the order of application of proceeds set forth in sub-clauses (b) and (c) of Section 4.1 hereof, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, attachment or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties in respect of all or any portion of the Collateral or of any Liens granted to the Term Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for or the benefit of the Term Agent (or ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the ABL Agent or any the Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Credit Parties, or (vi) the fact that any failure such Liens in favor of the ABL Agent or any the ABL Lenders or the Term Agent to perfect its Lien in or the Collateral, the subordination of any Lien on the Collateral Term Lenders securing any of the ABL Obligations or Term Obligations, as applicablerespectively, are (x) subordinated to any Lien securing any other obligation of any Borrower Credit Party other than the Term Obligations or Term Guarantorthe ABL Obligations, respectively, or the avoidance(y) otherwise subordinated, invalidation voided, avoided, invalidated or lapse lapsed, or (vii) any other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each the Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat:

Priority of Liens. (a) Notwithstanding (i) Agents agree that, at all times, whether before, after or during the datependency of any Insolvency Proceeding and notwithstanding the priorities that would ordinarily result from the order of granting, timeattachment or perfection of any Liens, methodthe order of filing or recording of any financing statements, mannermortgages, assignments, or order of grant, attachment, other charges or perfection of, or any defect or deficiency in, or failure to perfect, any Liens granted to the ABL Secured Parties encumbrances in respect of all or any portion of the Collateral or any Liens granted to the Term Secured Parties in respect of all possession or any portion control of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for the benefit of the ABL Secured Parties or any Term Agent for the benefit of the Term Secured Parties in any Collateral, the priorities that would otherwise apply under applicable law or the enforceability of any such Liens, (iiii) any provision of the Uniform Commercial Code, Debtor Relief Laws or any other applicable law, or of the ABL Documents or the Term Documents, (iv) whether the Liens that ABL Agent may at any time have in or any Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which the ABL Obligations or the Term Obligations are advanced or made available to the Loan Parties, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination of any Lien on the Collateral securing any ABL Obligations or Term Obligations, as applicable, with respect to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, and each Term Agent, on behalf of itself and the applicable Term Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral shall constitute first priority Liens in such property to secure the payment and performance of all of the Term ABL Debt and any DIP Financing provided by any ABL Parties in accordance with Section 7(b) and shall be superior to all Liens or other interests at any time held by Notes Agent in the same property arising pursuant to the Notes Documents, by operation of applicable law or otherwise, and all Liens and other interests at any time held by Notes Agent in any of the ABL Priority Collateral:Collateral shall be subordinate and junior in priority to any Liens at any time held by ABL Agent therein; and (ii) any Liens that Notes Agent may at any time have in or with respect to any of the Notes Priority Collateral shall constitute first priority Liens in such property to secure the payment and performance of all of the Notes Debt and any DIP Financing provided by any Notes Parties in accordance with Section 7(c) and shall be superior to all Liens or other interests, if any, at any time held by ABL Agent in the same property arising pursuant to the ABL Documents, by operation of applicable law or otherwise, and all Liens and other interests, if any, at any time held by ABL Agent in any of the Notes Priority Collateral shall be subordinate and junior in priority to any Liens at any time by Notes Agent therein. For purposes of the foregoing priorities, any claim of a right of setoff by any Party shall be treated in all respects as a Lien and no claim to right of setoff by any Party shall be asserted to defeat or diminish the rights or priorities provided for herein in favor of another Party having a senior Lien in respect of the property of an Obligor that is subject to offset, provided that nothing herein shall affect, impair or defeat in any way the right of any ABL Party to assert offset rights in respect of Banking Relationship Debt.

Priority of Liens. (a) Notwithstanding Subject to the provisos in subclauses (b) and (c) of Section 4.1, notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of, or (including any defect or deficiency in, or failure to perfect, alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Secured Parties Agent or the ABL Lenders in respect of all or any portion of the Collateral or of any Liens granted to the First Lien Term Agent or the First Lien Term Lenders or of any Liens granted to the First Lien Notes Agent or the First Lien Notes Secured Parties or any Future Term Loan/Notes Indebtedness Secured Parties in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Agent for or the benefit of First Lien Term Agent or the First Lien Notes Agent (or ABL Lenders or First Lien Term Lenders or First Lien Notes Secured Parties or any the Future Term Agent for the benefit of the Term Loan/Notes Indebtedness Secured Parties Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code, Debtor Relief Laws the Bankruptcy Code or any other applicable law, or of the ABL Documents or the Term Loan/Notes Documents, (iv) whether the ABL Agent, the First Lien Term Agent or any Term the First Lien Notes Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the date on which fact that any such Liens in favor of the ABL Agent or the ABL Lenders or the First Lien Term Agent or the First Lien Term Lenders or the First Lien Notes Agent or the First Lien Notes Secured Parties or the Future Term Loan/Notes Indebtedness Secured Parties (or ABL Lenders or any Term Loan/Notes Secured Parties) securing any of the ABL Obligations or Term Loan/Notes Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the Term Loan/Notes Obligations are advanced or made available to the Loan PartiesABL Obligations, respectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any failure of the ABL Agent or any Term Agent to perfect its Lien in the Collateral, the subordination other circumstance of any Lien on the Collateral securing any ABL Obligations kind or Term Obligations, as applicable, to any Lien securing any other obligation of any Borrower or Term Guarantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any ABL Obligations or Term Obligationsnature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured PartiesLenders, and each the First Lien Term Agent, on behalf of itself and the applicable First Lien Term Lenders, and the First Lien Notes Agent, on behalf of itself and the other First Lien Notes Secured Parties and the Future Term Loan/Notes Indebtedness Secured Parties, hereby agree that the following priorities apply to the Liens upon and right to payment from Proceeds of the ABL Priority Collateral and the Term Priority Collateralthat: