Common use of ABL Intercreditor Agreement Clause in Contracts

ABL Intercreditor Agreement. Each Lender hereunder (a) acknowledges that it has received a copy of the ABL Intercreditor Agreement, (b) consents to the terms of the ABL Intercreditor Agreement, (c) agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (d) authorizes and instructs the Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lender, and any documents relating thereto and (e) agrees that no Lender shall have any right of action whatsoever against the Agent as a result of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement and this Agreement and (ii) to enter into such amendments, supplements or other modifications to the ABL Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred under the ABL Documents as are reasonably acceptable to the Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by and on behalf of such Lender.

ABL Intercreditor Agreement. Each Lender hereunder (a) acknowledges that it has received a copy Notwithstanding anything herein to the contrary, the Liens granted to the Administrative Agent under this Security Agreement and the exercise of the ABL Intercreditor Agreement, (b) consents to the terms rights and remedies of the ABL Intercreditor Agreement, (c) agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto Administrative Agent hereunder and will take no actions contrary under any other Collateral Document are subject to the provisions of the ABL Intercreditor Agreement and (d) authorizes and instructs Agreement. In the Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lender, and any documents relating thereto and (e) agrees that no Lender shall have any right of action whatsoever against the Agent as a result event of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with conflict between the terms of the ABL Intercreditor Agreement and this Security Agreement or any other Collateral Document, the terms of the ABL Intercreditor Agreement shall govern and control. (iib) In accordance with the terms of the ABL Intercreditor Agreement, all Term Priority Collateral delivered to the First Lien Agent shall be held by the First Lien Agent as gratuitous bailee for the Administrative Agent and the Secured Parties solely for the purpose of perfecting the security interest granted under this Security Agreement. Notwithstanding anything herein to the contrary, prior to the Discharge of Term Obligations, to the extent any Grantor is required hereunder to deliver Term Priority Collateral to the Administrative Agent and is unable to do so as a result of having previously delivered such Term Priority Collateral to the First Lien Agent in accordance with the terms of the First Lien Loan Documents, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the First Lien Agent, acting as gratuitous bailee of the Administrative Agent and the Secured Parties. (c) Furthermore, at all times prior to the Discharge of Term Obligations, the Administrative Agent is authorized by the parties hereto to effect transfers of Term Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to Term Priority Collateral) to enter into such amendments, supplements or other modifications the First Lien Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the First Lien Loan Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Collateral under this Security Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the First Lien Loan Documents and (iii) take all other steps reasonably requested by the Administrative Agent in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred under the foregoing. (e) Nothing contained in the ABL Documents Intercreditor Agreement shall be deemed to modify any of the provisions of this Security Agreement, which, as are reasonably acceptable to among the Grantors and the Administrative Agent to give shall remain in full force and effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by and on behalf of such Lenderaccordance with its terms.

ABL Intercreditor Agreement. The Lenders acknowledge that the ABL Debt may be secured by Liens on the Collateral and that the exercise of certain of the rights and remedies of Agent under the Financing Documents may be subject to the provisions of the ABL Intercreditor Agreement. Each Lender hereunder irrevocably (a) acknowledges that it has received a copy of consents to the terms and conditions in each ABL Intercreditor Agreement, (b) consents authorizes and directs Agent to execute and deliver the ABL Intercreditor Agreement and any documents relating thereto, in each case, on behalf of such Lenders and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of the ABL Intercreditor Agreement, in each case, and without any further consent, authorization or other action by such Xxxxxx, (c) agrees that it that, upon the execution and delivery thereof, such Lender will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the ABL each Intercreditor Agreement Agreement, and (d) authorizes and instructs the Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lender, and any documents relating thereto and (e) agrees that no Lender shall have any right of action whatsoever against the Agent as a result of any action taken by the Agent pursuant to this Section 11.21 or in accordance with the terms of the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement and this Agreement and (ii) to enter into such amendments, supplements or other modifications to the ABL Intercreditor Agreement as are approved by Agent and the Required Lenders; provided, that Agent may execute and deliver such amendments, supplements and modifications thereto as are contemplated by the ABL Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of this Agreement or any Obligations and any Indebtedness incurred under refinancing of the ABL Documents as are reasonably acceptable to the Agent to give effect theretoObligations, in each case case, on behalf of such Lender Xxxxxx and without any further consent, authorization or other action by and on behalf any Lender. Agent shall have the benefit of such Lenderthe provisions of Article 11 with respect to all actions taken by it pursuant to this Section 11.21 or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

ABL Intercreditor Agreement. Each Lender hereunder (a) acknowledges that it has received a copy Notwithstanding anything herein to the contrary, the Liens granted to the Collateral Agent under this Agreement and the exercise of the ABL Intercreditor Agreement, (b) consents to the terms rights and remedies of the ABL Intercreditor Agreement, (c) agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto Collateral Agent hereunder and will take no actions contrary under any other Collateral Document are subject to the provisions of the ABL Intercreditor Agreement and (d) authorizes and instructs Agreement. In the Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lender, and any documents relating thereto and (e) agrees that no Lender shall have any right of action whatsoever against the Agent as a result event of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with conflict between the terms of the ABL Intercreditor Agreement and this Agreement or any other Collateral Document, the terms of the ABL Intercreditor Agreement shall govern and control. Notwithstanding anything to the contrary herein, the Collateral Agent acknowledges and agrees that no Grantor shall be required to take or refrain from taking any action at the request of the Collateral Agent with respect to the Collateral if such action or inaction would be inconsistent with the terms of the ABL Intercreditor Agreement. (iib) Subject to the foregoing, (i) to enter into the extent the provisions of this Agreement (or any other Collateral Documents) require the delivery of, or control over, ABL Priority Collateral to be granted to the Collateral Agent at any time prior to the Discharge of ABL Obligations, then delivery of such amendmentsABL Priority Collateral (or control with respect thereto, supplements (and any related approval or other modifications consent rights)) shall instead be granted to the ABL Agent, to be held in accordance with the ABL Documents and subject to the ABL Intercreditor Agreement in connection with and (ii) any extension, renewal, refinancing provision of this Agreement (or replacement any other Collateral Documents) requiring Grantors to name the Collateral Agent as an additional insured or a loss payee under any insurance policy or a beneficiary of any Obligations and letter of credit, such requirement shall have been complied with if any Indebtedness incurred under such insurance policy or letter of credit also names the ABL Documents Agent as are reasonably acceptable to an additional insured, loss payee or beneficiary, as the Agent to give effect theretocase may be, in each case on behalf pursuant and subject to the terms of the ABL Intercreditor Agreement. (c) Furthermore, at all times prior to the Discharge of ABL Obligations, the Collateral Agent is authorized by the parties hereto to effect transfers of ABL Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to ABL Priority Collateral) to the ABL Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the ABL Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such Lender assets do not otherwise constitute Collateral under this Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the ABL Documents and without (iii) take all other steps reasonably requested by the Collateral Agent in connection with the foregoing. (e) Nothing contained in the ABL Intercreditor Agreement shall be deemed to modify any further consentof the provisions of this Agreement, authorization or other action by which, as among the Grantors and on behalf of such Lenderthe Collateral Agent shall remain in full force and effect in accordance with its terms.

ABL Intercreditor Agreement. Each Lender hereunder (a) Each of the Lenders (which term shall for the purposes of this Section 10.24 include each Issuing Bank) and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantor Subsidiaries under the Term Credit Agreement are, and under any other Permitted Term Indebtedness may be, secured by Liens on assets of the Borrower and the Guarantor Subsidiaries that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under the Term Credit Agreement (or in respect of such other Permitted Term Indebtedness) will be set forth in the ABL Intercreditor Agreement. Each of the Lenders hereby acknowledges that it has received a copy of the ABL Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, the ABL Intercreditor Agreement and any documents relating thereto. (b) Each of the Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the ABL Intercreditor Agreement, including to the subordination of the Liens on the Term Priority Collateral securing the Obligations on the terms of set forth in the ABL Intercreditor Agreement, (cii) agrees that it that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and Agreement, (d) authorizes and instructs the Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lender, and any documents relating thereto and (eiii) agrees that no Lender Secured Party shall have any right of action whatsoever against the Administrative Agent or any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of the ABL Intercreditor Agreement. Each Lender hereby further irrevocably , (iv) authorizes and directs the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document and (iv) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement Agreement. (c) Each of the Lenders and this Agreement the other Secured Parties hereby irrevocably further authorizes and (ii) to enter into such amendments, supplements or other modifications to directs the ABL Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations Administrative Agent and any Indebtedness incurred under the ABL Documents as are reasonably acceptable to the Collateral Agent to give effect theretoexecute and deliver, in each case on behalf of such Lender Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of the ABL Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, refinancing or replacement of any Obligations or any Permitted Term Indebtedness, (ii) to confirm for any party that the ABL Intercreditor Agreement is effective and binding upon the Administrative Agent and the Collateral Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification permitted by the terms of the ABL Intercreditor Agreement. (d) Each of the Lenders and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such LenderSecured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Collateral Document to add or remove any legend that may be required pursuant to the ABL Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of the ABL Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the Term Credit Agreement or under any other Permitted Term Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

ABL Intercreditor Agreement. The entrance into the ABL Intercreditor Agreement by the Administrative Agent and the Collateral Agent is hereby authorized, approved and ratified in all respects, and the parties hereto acknowledge that the ABL Intercreditor Agreement is binding upon them. Each Lender hereunder (a) acknowledges that it has received a copy hereby consents to the subordination of the Liens on the Current Asset Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (b) consents to the terms of the ABL Intercreditor Agreement, (c) hereby agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (dc) authorizes hereby authorizes, approves and instructs ratifies (x) the Agent to enter entrance into the ABL Intercreditor Agreement as by the Administrative Agent and Collateral Agent on the Original Closing Date and (y) the Administrative Agent and Collateral Agent’s agreement to subject the Liens on behalf the Collateral securing the Obligations to the provisions of the ABL Intercreditor Agreement in accordance with its terms. The foregoing provisions are intended as an inducement to the ABL Secured Parties (as such term is defined in the ABL Intercreditor Agreement) to extend credit to the Borrower and such ABL Secured Parties are intended third-party beneficiaries of such Lender, provisions and any documents relating thereto and (e) agrees that no Lender shall have any right the provisions of action whatsoever against the Agent as a result of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes Lender, by its execution and directs the Agent delivery of this Agreement and its making of (ior, as applicable, conversion into) to take such actions as shall be required to release Liens Initial Loans on the Collateral in accordance with Closing Date, hereby (a) confirms its agreement to the foregoing provisions of this Section 9.13 and (b) pursuant to Section 5.2(c) of the ABL Intercreditor Agreement, agrees to be bound by the terms of the ABL Intercreditor Agreement and this Agreement and as a “Term Secured Party” (ii) to enter into such amendments, supplements or other modifications to as defined in the ABL Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred under the ABL Documents as are reasonably acceptable to the Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by and on behalf of such LenderAgreement).

ABL Intercreditor Agreement. The entrance into the ABL Intercreditor Agreement by the Administrative Agent and the Collateral Agent is hereby authorized, approved and ratified in all respects, and the parties hereto acknowledge that the ABL Intercreditor Agreement is binding upon them. Each Lender hereunder (a) acknowledges that it has received a copy hereby consents to the subordination of the Liens on the Current Asset Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (b) consents to the terms of the ABL Intercreditor Agreement, (c) hereby agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (dc) authorizes hereby authorizes, approves and instructs ratifies (x) the Agent to enter entrance into the ABL Intercreditor Agreement as by the Administrative Agent and Collateral Agent and on behalf of such Lender, and any documents relating thereto the Original Closing Date and (ey) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by and Collateral Agent’s agreement to subject the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with securing the terms Obligations to the provisions of the ABL Intercreditor Agreement and this Agreement and (ii) to enter into such amendments, supplements or other modifications in accordance with its terms. The foregoing provisions are intended as an inducement to the ABL Intercreditor Agreement Secured Parties (as such term is defined in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred under the ABL Documents as are reasonably acceptable Intercreditor Agreement) to extend credit to the Agent to give effect thereto, in each case on behalf Borrower and such ABL Secured Parties are intended third-party beneficiaries of such Lender provisions and without any further consent, authorization or other action by and on behalf the provisions of such Lenderthe ABL Intercreditor Agreement.

ABL Intercreditor Agreement. Each Lender hereunder . (a1) acknowledges that it has received a copy Notwithstanding anything herein to the contrary, the Liens and the Security Interest granted to the Bridge Collateral Agent under this Agreement and the exercise of the ABL Intercreditor Agreement, (b) consents to the terms rights and remedies of the ABL Intercreditor Agreement, (c) agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto Bridge Collateral Agent hereunder and will take no actions contrary under any other Collateral Document are subject to the provisions of the ABL Intercreditor Agreement and (d) authorizes and instructs Agreement. In the Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lender, and any documents relating thereto and (e) agrees that no Lender shall have any right of action whatsoever against the Agent as a result event of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with conflict between the terms of the ABL Intercreditor Agreement and this Agreement or any other Collateral Document, the terms of the ABL Intercreditor Agreement shall govern and control. (ii2) In accordance with the terms of the ABL Intercreditor Agreement, all ABL Priority Collateral delivered to the ABL Agent shall be held by the ABL Agent as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest granted under this Agreement. Notwithstanding anything herein to the contrary, prior to the Discharge of ABL Obligations, to the extent any Grantor is required hereunder to deliver ABL Priority Collateral to the Bridge Collateral Agent and is unable to do so as a result of having previously delivered such ABL Priority Collateral to the ABL Agent in accordance with the terms of the ABL Debt Documents, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the ABL Agent, acting as gratuitous bailee of the Bridge Collateral Agent. (3) Furthermore, at all times prior to the Discharge of ABL Obligations, the Bridge Collateral Agent is authorized by the parties hereto to effect transfers of ABL Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to ABL Priority Collateral) to enter into such amendments, supplements or other modifications the ABL Agent. (4) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the ABL Debt Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Bridge Collateral under this Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the ABL Debt Documents and (iii) take all other steps reasonably requested by the Bridge Collateral Agent in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred under the foregoing. (5) Nothing contained in the ABL Documents Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement, which, as are reasonably acceptable among the Grantors and the Bridge Collateral Agent shall remain in full force and effect in accordance with its terms. (6) Terms used in this Section 5.17 and not otherwise defined herein shall have the meanings given to such terms in the Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by and on behalf of such LenderABL Intercreditor Agreement.

ABL Intercreditor Agreement. Each Lender hereunder (a) The Administrative Agent is authorized to enter into the ABL Intercreditor Agreement, and each of the parties hereto acknowledges that it has received a copy of the ABL Intercreditor Agreement, Agreement and that the ABL Intercreditor Agreement is binding upon it. Each Lender (ba) hereby consents to the subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms of set forth in the ABL Intercreditor Agreement, (cb) hereby agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (dc) hereby authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lenderany amendments or supplements expressly contemplated thereby, including the Replacement Intercreditor Agreement, and any documents relating thereto and (e) agrees that no Lender shall have any right to subject the Liens on the ABL Priority Collateral securing the Obligations to the provisions of action whatsoever against the Agent as a result of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes The foregoing provisions are intended as an inducement to the ABL Claimholders to extend credit to the borrowers under the ABL Credit Agreement and directs such ABL Claimholders are intended third-party beneficiaries of such provisions and the provisions of the ABL Intercreditor Agreement. The provisions of this Section 10.20(a) are for the sole benefit of the Lenders and the Administrative Agent and shall not afford any right to, or constitute a defense available to, any Loan Party. (ib) to take such actions as shall be required to release Liens on In the Collateral in accordance with event of any conflict between the terms of this Agreement and the terms of the ABL Intercreditor Agreement, the terms of the ABL Intercreditor Agreement and this Agreement and (ii) to enter into such amendments, supplements or other modifications to the ABL Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred under the ABL Documents as are reasonably acceptable to the Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by and on behalf of such Lendershall control.

ABL Intercreditor Agreement. (a) Each Lender hereunder (ai) acknowledges that it has received a copy of the ABL Intercreditor Agreement, (bii) consents to the terms subordination of Liens provided for in the ABL Intercreditor Agreement, (ciii) agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (div) authorizes and instructs the Collateral Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lender. (b) Notwithstanding anything herein to the contrary, (i) the liens and any documents relating thereto and (e) agrees that no Lender shall have any right of action whatsoever against security interests granted to the Agent as a result of any action taken by the Collateral Agent pursuant to this Section Agreement or any other Loan Document are expressly subject and subordinate to the liens and security interests securing the First Lien Debt (as defined in the ABL Intercreditor Agreement) and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs In the Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Agreement and (ii) to enter into such amendmentsAgreement, supplements or other modifications to the terms of the ABL Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred shall govern. (c) The foregoing provisions are intended as an inducement to the lenders under the ABL Documents as are reasonably acceptable Credit Agreement to permit the incurrence of Indebtedness under this Agreement and to extend credit to the Agent to give effect thereto, in each case on behalf Borrower and such lenders are intended third party beneficiaries of such Lender and without any further consent, authorization or other action by and on behalf of such Lenderprovisions.

ABL Intercreditor Agreement. Each Lender hereunder (a) acknowledges that it has received a copy Notwithstanding anything herein to the contrary, the Liens granted to the Collateral Agent under this Agreement and the exercise of the ABL Intercreditor Agreement, (b) consents to the terms rights and remedies of the ABL Intercreditor Agreement, (c) agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto Collateral Agent hereunder and will take no actions contrary under any other Collateral Document are subject to the provisions of the ABL Intercreditor Agreement and (d) authorizes and instructs Agreement. In the Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lender, and any documents relating thereto and (e) agrees that no Lender shall have any right of action whatsoever against the Agent as a result event of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with conflict between the terms of the ABL Intercreditor Agreement and this Agreement or any other Collateral Document, the terms of the ABL Intercreditor Agreement shall govern and control. Notwithstanding anything to the contrary herein, the Collateral Agent acknowledges and agrees that no Grantor shall be required to take or refrain from taking any action at the request of the Collateral Agent with respect to the Collateral if such action or inaction would be inconsistent with the terms of the ABL Intercreditor Agreement. (iib) Subject to the foregoing, (i) to enter into the extent the provisions of this Agreement (or any other Collateral Documents) require the delivery of, or control over, ABL Priority Collateral to be granted to the Collateral Agent at any time prior to the Discharge of ABL Obligations, then delivery of such amendmentsABL Priority Collateral (or control with respect thereto, supplements (and any related approval or other modifications consent rights)) shall instead be granted to the ABL Agent, to be held in accordance with the ABL Documents and subject to the ABL Intercreditor Agreement in connection with and (ii) any extension, renewal, refinancing provision of this Agreement (or replacement any other Collateral Documents) requiring Grantors to name the Collateral Agent as an additional insured or a loss payee under any insurance policy or a beneficiary of any Obligations and letter of credit, such requirement shall have been complied with if any Indebtedness incurred under such insurance policy or letter of credit also names the ABL Documents Agent as are reasonably acceptable to an additional insured, loss payee or beneficiary, as the Agent to give effect theretocase may be, in each case on behalf pursuant and subject to the terms of the ABL Intercreditor Agreement. (c) Furthermore, at all times prior to the Discharge of ABL Obligations, the Collateral Agent is authorized by the parties hereto to effect transfers of ABL Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to ABL Priority Collateral) to the ABL Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the ABL Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such Lender assets do not otherwise constitute Collateral under this Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the ABL Documents and without (iii) take all other steps reasonably requested by the Collateral Agent in connection with the foregoing. (e) Nothing contained in the ABL Intercreditor Agreement shall be deemed to modify any further consentof the provisions of this Agreement, authorization or other action by which, as among the Grantors and on behalf of such Lender.the Collateral Agent shall remain in full force and effect in accordance with its terms. - 37 - Term Loan Security Agreement [Signature Pages Follow] - 38 - Term Loan Security Agreement

ABL Intercreditor Agreement. Each Lender hereunder (a) The Administrative Agent is authorized to enter into the ABL Intercreditor Agreement, and each of the parties hereto acknowledges that it has received a copy of the ABL Intercreditor Agreement, Agreement and that the ABL Intercreditor Agreement is binding upon it. Each Lender (ba) hereby consents to the subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms of set forth in the ABL Intercreditor Agreement, (cb) hereby agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions -181- contrary to the provisions of the ABL Intercreditor Agreement and (dc) hereby authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lenderany amendments or supplements expressly contemplated thereby, including the Replacement Intercreditor Agreement, and any documents relating thereto and (e) agrees that no Lender shall have any right to subject the Liens on the ABL Priority Collateral securing the Obligations to the provisions of action whatsoever against the Agent as a result of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes The foregoing provisions are intended as an inducement to the ABL Claimholders to extend credit to the borrowers under the ABL Credit Agreement and directs such ABL Claimholders are intended third- party beneficiaries of such provisions and the provisions of the ABL Intercreditor Agreement. The provisions of this Section 10.20 are for the sole benefit of the Lenders and the Administrative Agent (i) to take such actions as and shall be required to release Liens on not afford any right to, or constitute a defense available to, any Loan Party. In the Collateral in accordance with event of any conflict between the terms of this Agreement and the terms of the ABL Intercreditor Agreement, the terms of the ABL Intercreditor Agreement and this Agreement and (ii) to enter into such amendments, supplements or other modifications to the ABL Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred under the ABL Documents as are reasonably acceptable to the Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by and on behalf of such Lendershall control.

ABL Intercreditor Agreement. Each Lender hereunder (a) The Administrative Agent is authorized to enter into the ABL Intercreditor Agreement, and each of the parties hereto acknowledges that it has received a copy of the ABL Intercreditor Agreement, Agreement and that the ABL Intercreditor Agreement is binding upon it. Each Lender (ba) hereby consents to the subordi nation of the Liens on the ABL Priority Collateral securing the Obligations on the terms of set forth in the ABL Intercreditor Agreement, (cb) hereby agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (dc) hereby authorizes and instructs the Admin istrative Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lenderany amendments or supplements ex pressly contemplated thereby, including the Replacement Intercreditor Agreement, and any documents relating thereto and (e) agrees that no Lender shall have any right to subject the Liens on the ABL Priority Collateral securing the Obligations to the provisions of action whatsoever against the Agent as a result of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes The foregoing provisions are intended as an inducement to the ABL Claimholders to extend credit to the borrowers under the ABL Credit Agreement and directs such ABL Claimholders are intended third- party beneficiaries of such provisions and the provisions of the ABL Intercreditor Agreement. The provi sions of this Section 10.20 are for the sole benefit of the Lenders and the Administrative Agent (i) to take such actions as and shall be required to release Liens on not afford any right to, or constitute a defense available to, any Loan Party. In the Collateral in accordance with event of any conflict between the terms of this Agreement and the terms of the ABL Intercreditor Agreement, the terms of the ABL Intercreditor Agreement and this Agreement and (ii) to enter into such amendments, supplements or other modifications to the ABL Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred under the ABL Documents as are reasonably acceptable to the Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by and on behalf of such Lendershall control.

ABL Intercreditor Agreement. Each Lender hereunder (a) acknowledges that it has received a copy Notwithstanding anything to the contrary in this Agreement or in any other Loan Document: (i) the Liens granted to the Collateral Agent in favor of the ABL Intercreditor AgreementSecured Parties pursuant to the Loan Documents and the exercise of any right related to any Collateral shall be subject, (b) consents in each case, to the terms of the ABL Intercreditor AgreementAgreement then in effect, (cii) agrees that it will be bound by in the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the one hand, and of the ABL Intercreditor Agreement then in effect, on the other hand, the terms and provisions of the ABL Intercreditor Agreement as if it were a signatory thereto shall control, and will take no actions contrary (iii) each Term Lender authorizes the Administrative Agent and/or the Collateral Agent to the provisions of execute the ABL Intercreditor Agreement and (dor amendment thereof) authorizes and instructs the Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Term Lender, and any documents relating thereto and such Term Lender agrees to be bound by the terms thereof. (eb) Each Secured Party hereby agrees that no Lender shall have the Administrative Agent and/or Collateral Agent may enter into any right intercreditor agreement and/or subordination agreement (or amendment thereof) pursuant to, or contemplated by, the terms of action whatsoever against the Agent as a result of any action taken this Agreement on its behalf and agrees to be bound by the Agent pursuant terms thereof and, in each case, consents and agrees to this Section the appointment of TREEHOUSE FOODS, INC. (or its affiliated designee, representative or agent) on its behalf as Collateral Agent, respectively, thereunder. (c) Notwithstanding anything to the contrary herein, the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to take such actions as , shall be required deemed to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement be reasonable and this Agreement and (ii) to enter into such amendments, supplements or other modifications acceptable to the ABL Intercreditor Agreement Administrative Agent and the Term Lenders, and the Administrative Agent and the Term Lenders shall be deemed to have consented to the use of each such intercreditor agreement (and to the Administrative Agent’s execution thereof) in connection with any extensionIndebtedness permitted to be incurred, renewal, refinancing issued and/or assumed by the Borrower or replacement any of any Obligations and any Indebtedness incurred under the ABL Documents as are reasonably acceptable Subsidiaries pursuant to the Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by and on behalf of such LenderSection 6.01.

ABL Intercreditor Agreement. Notwithstanding anything to the contrary contained in this Agreement and each other Loan Document, the Liens, security interests and rights granted pursuant to this Agreement or any other Loan Document shall be subject to the terms, provisions and conditions of (and the exercise of any right or remedy by the Agent hereunder or thereunder shall be subject to the terms and conditions of), the ABL Intercreditor Agreement. In the event of any conflict between this Agreement and any other Loan Document or the ABL Intercreditor Agreement, as the case may be, the ABL Intercreditor Agreement shall control and no right, power, or remedy granted to the Agent hereunder or under any other Loan Document shall be exercised by the Agent and no direction shall be given by the Agent, in contravention of the ABL Intercreditor Agreement. With respect to any requirement herein or in any other Loan Document for any Loan Party to deliver originals of certificated Equity Interests, Instruments, or similar documents constituting Collateral which is Term Debt Priority Collateral, such requirements shall be deemed satisfied to the extent the requirements to deliver the same to the Term Agent in accordance with the ABL Intercreditor Agreement and the Term Debt Documents are in effect and are satisfied by such Loan Party. To the extent that any covenants, representations or warranties set forth in this Agreement or any other Loan Document are untrue or incorrect solely as a result of the delivery to or grant of possession or control to, the Term Agent in accordance with this Section 14.22, such representation or warranty shall not be deemed to be untrue or incorrect for purposes of this Agreement or such other Loan Document. Each Lender hereunder (a) of the Lenders hereby acknowledges that it has received a copy of and reviewed the ABL Intercreditor Agreement, (b) consents Agreement and agrees to the terms of the ABL Intercreditor Agreement, (c) agrees that it will be bound by the provisions terms thereof as if such Lender was a signatory thereto. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 13.1) hereby acknowledges that Bank of America is acting under the ABL Intercreditor Agreement as if it were the “Initial ABL Collateral Agent” Each Lender (and each Person that becomes a signatory thereto and will take no actions contrary Lender hereunder pursuant to the provisions of the ABL Intercreditor Agreement and (dSection 13.1) hereby authorizes and instructs directs the Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lender, Lender and any documents relating thereto and (e) agrees that no Lender shall have any right of action whatsoever against the Agent as a result of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to Agent, in its various capacities thereunder, may take such actions on its behalf as shall be required to release Liens on the Collateral in accordance with is contemplated by the terms of the ABL Intercreditor Agreement and this Agreement and (ii) to enter into such amendments, supplements or other modifications to the ABL Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred under the ABL Documents as are reasonably acceptable to the Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by and on behalf of such LenderAgreement.