Common use of GRANTORS AND GUARANTORS Clause in Contracts

GRANTORS AND GUARANTORS. ENDOLOGIX, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer CVD/RMS ACQUISITION CORP., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary NELLIX, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx, Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary TRIVASCULAR TECHNOLOGIES, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary GRANTORS AND GUARANTORS CONTINUED: TRIVASCULAR, INC., a California corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary ENDOLOGIX CANADA, LLC, a Delaware limited liability company, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary TRIVASCULAR SALES LLC, a Texas limited liability company, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary RMS/ENDOLOGIX SIDEWAYS MERGER CORP., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary AGENT: DEERFIELD PRIVATE DESIGN FUND IV, L.P., as Agent By: Deerfield Mgmt IV, L.P., General Partner By: X.X. Xxxxx Capital IV, LLC, General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory ANNEX I FORM OF JOINDER TO GUARANTY AND SECURITY AGREEMENT This JOINDER AGREEMENT (this “Agreement”) dated as of [ ], 20[ ] is executed by the undersigned in favor of Deerfield Private Design Fund IV, L.P., as Agent, for the benefit of the Secured Parties in connection with that certain Amended and Restated Guaranty and Security Agreement dated as of August 9, 2018, by and among Agent and the Guarantors and Grantors party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined in the Guaranty and Security Agreement, or if not defined therein, in the Facility Agreement (as defined therein). Each Person signatory hereto is required to execute this Agreement pursuant to Section 8.15 of the Guaranty and Security Agreement. In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each such Person hereby agrees as follows:

GRANTORS AND GUARANTORS. ENDOLOGIX, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer CVD/RMS ACQUISITION CORP., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary NELLIX, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx, Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary TRIVASCULAR TECHNOLOGIES, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary GRANTORS AND GUARANTORS CONTINUED: TRIVASCULAR, INC., a California corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary ENDOLOGIX CANADA, LLC, a Delaware limited liability company, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary TRIVASCULAR SALES SALES, LLC, a Texas limited liability company, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary RMS/ENDOLOGIX SIDEWAYS MERGER CORP., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary [Signature Page to Guaranty and Security Agreement] AGENT: DEERFIELD PRIVATE DESIGN FUND IVELGX REVOLVER, L.P.LLC, as Agent By: Deerfield Mgmt IVManagement Company, L.P.L.P. (Series C), General Partner Manager By: X.X. Xxxxx Capital IV, Management LLC, General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory ANNEX I FORM OF JOINDER TO GUARANTY AND SECURITY AGREEMENT This JOINDER AGREEMENT (this “Agreement”) dated as of [ ], 20[ ] is executed by the undersigned in favor of Deerfield Private Design Fund IV, L.P., as Agent, for the benefit of the Secured Parties in connection with that certain Amended and Restated Guaranty and Security Agreement dated as of August 9, 2018, by and among Agent and the Guarantors and Grantors party thereto (as amended, restated, supplemented or otherwise modified from time [Signature Page to time, the “Guaranty and Security Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined in the Guaranty and Security Agreement, or if not defined therein, in the Facility Agreement (as defined therein). Each Person signatory hereto is required to execute this Agreement pursuant to Section 8.15 of the Guaranty and Security Agreement. In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each such Person hereby agrees as follows:] SCHEDULE 1

GRANTORS AND GUARANTORS. ENDOLOGIXAERIE PHARMACEUTICALS, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxx Title: Chief Financial Officer CVD/RMS ACQUISITION CORPOfficer, Secretary and Treasurer AERIE DISTRIBUTION, INC., a A Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Xxxxx Title: Chief Financial Officer Vice President, Secretary and Secretary NELLIX, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx, Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary TRIVASCULAR TECHNOLOGIES, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary GRANTORS AND GUARANTORS CONTINUED: TRIVASCULAR, INC., a California corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary ENDOLOGIX CANADA, LLC, a Delaware limited liability company, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary TRIVASCULAR SALES LLC, a Texas limited liability company, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary RMS/ENDOLOGIX SIDEWAYS MERGER CORP., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary Treasurer AGENT: DEERFIELD PRIVATE DESIGN FUND IVIII, L.P., as Agent L.P. By: Deerfield Mgmt IVIII, L.P., its General Partner By: X.X. Xxxxx Capital IV, LLC, its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory SCHEDULE 1 PLEDGED EQUITY AND PLEDGED DEBT INSTRUMENTS SCHEDULE 1A PLEDGED INVESTMENT PROPERTY None. SCHEDULE 2 FILINGS AND PERFECTION Grantor Filing Office Aerie Pharmaceuticals, Inc. Delaware Secretary of State Aerie Distribution, Inc. Delaware Secretary of State SCHEDULE 3 GRANTOR INFORMATION GRANTOR (exact legal name) STATE/COUNTRY OF ORGANIZATION FEDERAL EMPLOYER IDENTIFICATION NUMBER CHIEF EXECUTIVE OFFICE ORGANIZATIONAL IDENTIFICATION NUMBER Aerie Pharmaceuticals, Inc. Delaware, USA 00-0000000 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx Xxxxxxxx 00000 3989270 Aerie Distribution, Inc. Delaware, USA 00-0000000 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx Xxxxxxxx 00000 6258106 SCHEDULE 4 PLACES OF BUSINESS / LOCATION OF COLLATERAL Grantor Location Specify Whether Location Has (i) Inventory and/or Equipment, (ii) Books and Records, or (iii) Both Interest Lessor Aerie Pharmaceuticals, Inc. and Aerie Distribution, Inc. 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx Xxxxxxxx 00000 Both Leased Durham Exchange Place, LLC Aerie Pharmaceuticals, Inc. 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Both Leased Third Avenue Investments, LLC Aerie Pharmaceuticals, Inc. 000 Xxxxx Xxxxx, Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 Both Leased S/K Bed One Associates LLC SCHEDULE 5 INTELLECTUAL PROPERTY Type of Intellectual Property (patent, trademark, Internet domain name, copyright, etc.) Owner Title Jurisdiction Registration or Application Number Registration or Application Date SCHEDULE 6 ACCOUNTS SCHEDULE 7 COMMERCIAL TORT CLAIMS None. ANNEX I FORM OF JOINDER TO GUARANTY AND SECURITY AGREEMENT This JOINDER AGREEMENT (this “Agreement”) dated as of [ ], 20[ ] is executed by the undersigned (each, a “New Grantor”) in favor of Deerfield Private Design Fund IVIII, L.P., as Agent, for the benefit of the Secured Parties in connection with that certain Amended and Restated Guaranty and Security Agreement dated as of August 9May 2, 2018, 2019 by and among Agent and the Guarantors and Grantors party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined in the Guaranty and Security Agreement, or if not defined therein, in the Facility Credit Agreement (as defined therein). Each Person signatory hereto New Grantor is required to execute this Agreement pursuant to Section 8.15 of the Guaranty and Security Agreement. In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each such Person New Grantor hereby agrees as follows:

GRANTORS AND GUARANTORS. ENDOLOGIXAERIE PHARMACEUTICALS, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxx Title: Chief Financial Officer CVD/RMS ACQUISITION CORPOfficer, Secretary and Treasurer AERIE DISTRIBUTION, INC., a A Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Xxxxx Title: Chief Financial Officer Vice President, Secretary and Secretary NELLIX, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx, Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary TRIVASCULAR TECHNOLOGIES, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary GRANTORS AND GUARANTORS CONTINUED: TRIVASCULAR, INC., a California corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary ENDOLOGIX CANADA, LLC, a Delaware limited liability company, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary TRIVASCULAR SALES LLC, a Texas limited liability company, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary RMS/ENDOLOGIX SIDEWAYS MERGER CORP., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary Treasurer AGENT: DEERFIELD PRIVATE DESIGN FUND IVIII, L.P., as Agent L.P. By: Deerfield Mgmt IVIII, L.P., its General Partner By: X.X. Xxxxx Capital IV, LLC, its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory SCHEDULE 1 PLEDGED EQUITY AND PLEDGED DEBT INSTRUMENTS SCHEDULE 1A PLEDGED INVESTMENT PROPERTY None. SCHEDULE 2 FILINGS AND PERFECTION Grantor Filing Office Aerie Pharmaceuticals, Inc. Delaware Secretary of State Aerie Distribution, Inc. Delaware Secretary of State SCHEDULE 3 GRANTOR INFORMATION GRANTOR (exact legal name) STATE/COUNTRY OF ORGANIZATION FEDERAL EMPLOYER IDENTIFICATION NUMBER CHIEF EXECUTIVE OFFICE ORGANIZATIONAL IDENTIFICATION NUMBER Aerie Pharmaceuticals, Inc. Delaware, USA 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx Xxxxxxxx 00000 3989270 Aerie Distribution, Inc. Delaware, USA 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx Xxxxxxxx 00000 6258106 SCHEDULE 4 PLACES OF BUSINESS / LOCATION OF COLLATERAL Grantor Location Specify Whether Location Has (i) Inventory and/or Equipment, (ii) Books and Records, or (iii) Both Interest Lessor Aerie Pharmaceuticals, Inc. and Aerie Distribution, Inc. 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx Xxxxxxxx 00000 Both Leased Durham Exchange Place, LLC Aerie Pharmaceuticals, Inc. 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Both Leased Third Avenue Investments, LLC Aerie Pharmaceuticals, Inc. 000 XX Xxxxxxx 000, Xxxxx 00 Xxxxxxxxxx, XX 00000 Both Leased S/K Bed One Associates LLC SCHEDULE 5 INTELLECTUAL PROPERTY SCHEDULE 6 ACCOUNTS SCHEDULE 7 COMMERCIAL TORT CLAIMS None. ANNEX I FORM OF JOINDER TO GUARANTY AND SECURITY AGREEMENT This JOINDER AGREEMENT (this “Agreement”) dated as of [ ], 20[ ] is executed by the undersigned (each, a “New Grantor”) in favor of Deerfield Private Design Fund IVIII, L.P., as Agent, for the benefit of the Secured Parties in connection with that certain Amended and Restated Guaranty and Security Agreement dated as of August 9July 23, 2018, 2018 by and among Agent and the Guarantors and Grantors party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined in the Guaranty and Security Agreement, or if not defined therein, in the Facility Credit Agreement (as defined therein). Each Person signatory hereto New Grantor is required to execute this Agreement pursuant to Section 8.15 of the Guaranty and Security Agreement. In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each such Person New Grantor hereby agrees as follows:

GRANTORS AND GUARANTORS. ENDOLOGIXMARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President NEMA BEVERAGE CORPORATION, a Texas corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President NEMA BEVERAGE HOLDING CORPORATION, a Texas corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President NEMA BEVERAGE PARENT CORPORATION, a Texas corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President NMG SALON HOLDINGS LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President NMG CALIFORNIA SALON LLC, a California limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President NMG FLORIDA SALON LLC, a Florida limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President NMG SALONS LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President NMG TEXAS SALON LLC, a Texas limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President BERGDORF XXXXXXX INC., a New York corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President [Signature Page to Amended and Restated Term Loan Guarantee and Collateral Agreement] BERGDORF GRAPHICS, INC., a New York corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President BG PRODUCTIONS, INC., a Delaware corporation, as Grantor and Guarantor corporation By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxx Title: Chief Financial Officer CVD/RMS ACQUISITION CORP., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary NELLIXVice President MARIPOSA BORROWER, INC., a Delaware corporation, as Grantor and Guarantor corporation By: /s/ Xxxxxx, Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxx Title: Chief Financial Officer and Secretary TRIVASCULAR TECHNOLOGIES, INC., a Delaware corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary GRANTORS AND GUARANTORS CONTINUED: TRIVASCULAR, INC., a California corporation, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary ENDOLOGIX CANADAVice President NM BERMUDA, LLC, a Delaware limited liability company, as Grantor and Guarantor company By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxx Title: Chief Financial Officer and Secretary TRIVASCULAR SALES LLCVice President NM FINANCIAL SERVICES, a Texas limited liability company, as Grantor and Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary RMS/ENDOLOGIX SIDEWAYS MERGER CORPINC., a Delaware corporation, as Grantor and Guarantor corporation By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxx Title: Chief Financial Officer Vice President NM NEVADA TRUST, a Massachusetts Trust By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President NMG GLOBAL MOBILITY, INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President NMGP, LLC, a Virginia limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President WORTH AVENUE LEASING COMPANY, a Florida corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President [Signature Page to Amended and Secretary AGENTRestated Term Loan Guarantee and Collateral Agreement] GUARANTORS: DEERFIELD PRIVATE DESIGN FUND IVNMG TERM LOAN PROPCO LLC, L.P.a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President NMG NOTES PROPCO LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Agent By: Deerfield Mgmt IV, L.P., General Partner By/s/ Xxxxx X. Xxxxxxxx Name: X.X. Xxxxx Capital IV, LLC, General Partner X. Xxxxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Xxxxx Xxxx Name: Xxxxx X. Xxxxx Xxxx Title: Authorized Signatory ANNEX [Signature Page to Amended and Restated Term Loan Guarantee and Collateral Agreement] Exhibit I FORM OF JOINDER TO GUARANTY AND SECURITY AGREEMENT This JOINDER AGREEMENT to Guarantee and Collateral Agreement SUPPLEMENT NO. dated as of (this “AgreementSupplement”), to (a) dated as of [ ], 20[ ] is executed by the undersigned in favor of Deerfield Private Design Fund IV, L.P., as Agent, for the benefit of the Secured Parties in connection with that certain Amended and Restated Guaranty Term Loan Guarantee and Security Collateral Agreement dated as of August 9June 7, 2018, by and among Agent and the Guarantors and Grantors party thereto 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty Guarantee and Security Collateral Agreement”). Capitalized terms not otherwise defined herein are being used herein , among each of the Grantors party thereto, each of the Guarantors party thereto, and Credit Suisse AG, Cayman Islands Branch, as defined Administrative Agent for the Lenders under the Credit Agreement referred to below (in such capacity, the Guaranty “Administrative Agent”) and Security Agreement, or if not defined therein, in as Collateral Agent for the Facility Agreement Secured Parties (as defined therein). Each Person signatory hereto is required to execute this Agreement pursuant to Section 8.15 of the Guaranty and Security Agreement. In consideration of the premises and other good and valuable consideration) (in such capacity, the receipt “Collateral Agent”) and sufficiency of which are hereby acknowledged, each such Person hereby agrees as follows:(b) the Intercreditor Agreements referred to below.