Common use of Intercreditor Acknowledgements and Waivers Clause in Contracts

Intercreditor Acknowledgements and Waivers. 23 Section 5.1 Notice of Acceptance and Other Waivers 23 Section 5.2 Modifications to ABL Documents and First Lien Notes Documents 25 Section 5.3 Reinstatement and Continuation of Agreement 26 ARTICLE 6 INSOLVENCY PROCEEDINGS 27 Section 6.1 DIP Financing 27 Section 6.2 Relief From Stay 29 Section 6.3 No Contest 29 Section 6.4 Asset Sales 29 Section 6.5 Separate Grants of Security and Separate Classification 29 Section 6.6 Enforceability 30 Section 6.7 ABL Obligations Unconditional 30 Section 6.8 First Lien Notes Obligations Unconditional 31 Section 6.9 Adequate Protection 31 Section 6.10 Plan of Reorganization 31 ARTICLE 7 MISCELLANEOUS 32 Section 7.1 Rights of Subrogation 32 Section 7.2 Further Assurances 32 Section 7.3 Representations 33 Section 7.4 Amendments 33 Section 7.5 Addresses for Notices 33 Section 7.6 No Waiver, Remedies 33 Section 7.7 Continuing Agreement, Transfer of Secured Obligations 33 Section 7.8 Governing Law: Entire Agreement 34 Section 7.9 Counterparts 34 Section 7.10 No Third Party Beneficiaries 34 Section 7.11 Headings 34 Section 7.12 Severability 34 Section 7.13 [Reserved] 34 Section 7.14 VENUE; JURY TRIAL WAIVER 34 Section 7.15 Intercreditor Agreement 35 Section 7.16 No Warranties or Liability 35 Section 7.17 Conflicts 35 Section 7.18 Information Concerning Financial Condition of the Credit Parties 36 Section 7.19 Agent Capacities 36

Intercreditor Acknowledgements and Waivers. 23 31 Section 5.1 5.1. Notice of Acceptance and Other Waivers 23 31 Section 5.2 5.2. Modifications to ABL Documents and First Lien Notes Term Documents 25 32 Section 5.3 5.3. Reinstatement and Continuation of Agreement 26 34 ARTICLE 6 6. INSOLVENCY PROCEEDINGS 27 35 Section 6.1 6.1. DIP Financing 27 35 Section 6.2 6.2. Relief From Stay 29 36 Section 6.3 6.3. No Contest 29 Contest; Adequate Protection 36 Section 6.4 6.4. Asset Sales 29 38 Section 6.5 6.5. Separate Grants of Security and Separate Classification 29 38 Section 6.6 6.6. Enforceability 30 38 Section 6.7 6.7. ABL Obligations Unconditional 30 38 Section 6.8 First Lien Notes 6.8. Term Obligations Unconditional 31 39 Section 6.9 Adequate Protection 31 6.9. Reorganization Securities 39 TABLE OF CONTENTS (Cont’d) ARTICLE 7. PURCHASE OPTION 39 ARTICLE 8. MISCELLANEOUS 42 Section 6.10 Plan of Reorganization 31 ARTICLE 7 MISCELLANEOUS 32 Section 7.1 8.1. Rights of Subrogation 32 42 Section 7.2 8.2. Further Assurances 32 42 Section 7.3 8.3. Representations 33 42 Section 7.4 8.4. Amendments 33 43 Section 7.5 8.5. Addresses for Notices 33 43 Section 7.6 8.6. No Waiver, ; Remedies 33 44 Section 7.7 8.7. Continuing Agreement, Transfer of Secured Obligations 33 44 Section 7.8 8.8. Governing Law: ; Entire Agreement 34 44 Section 7.9 8.9. Counterparts 34 44 Section 7.10 8.10. No Third Party Beneficiaries 34 45 Section 7.11 8.11. Headings 34 45 Section 7.12 8.12. Severability 34 45 Section 7.13 [Reserved] 34 Section 7.14 8.13. VENUE; JURY TRIAL WAIVER 34 45 Section 7.15 8.14. Intercreditor Agreement 35 46 Section 7.16 8.15. No Warranties or Liability 35 46 Section 7.17 8.16. Conflicts 35 46 Section 7.18 8.17. Information Concerning Financial Condition of the Credit Parties 36 Section 7.19 Agent Capacities 3646 THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of June 9, 2014 among (a) XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (together with its successors and assigns in such capacity, the “ABL Agent”) for

Intercreditor Acknowledgements and Waivers. 23 Section 5.1 Notice of Acceptance and Other Waivers 23 31 Section 5.2 Modifications to ABL Senior Priority Documents and First Lien Notes Junior Priority Documents 25 Section 5.3 Reinstatement and Continuation of Agreement 26 31 ARTICLE 6 VI INSOLVENCY PROCEEDINGS 27 Section 6.1 DIP Financing 27 35 Section 6.2 Relief From from Stay 29 36 Section 6.3 No Contest 29 36 Section 6.4 Asset Sales 29 37 Section 6.5 Separate Grants of Security and Separate Classification 29 37 Section 6.6 Enforceability 30 38 Section 6.7 ABL Senior Priority Obligations Unconditional 30 38 Section 6.8 First Lien Notes Junior Priority Obligations Unconditional 31 38 Section 6.9 Adequate Protection 31 39 Section 6.10 Plan of Reorganization 31 Securities and Other Plan-Related Issues. 40 Section 6.11 Certain Waivers. 40 ARTICLE 7 VII MISCELLANEOUS 32 Section 7.1 Rights of Subrogation 32 41 Section 7.2 Further Assurances 32 41 Section 7.3 Representations 33 41 Section 7.4 Amendments 33 41 Section 7.5 Addresses for Notices 33 42 Section 7.6 No Waiver, Remedies 33 43 Section 7.7 Continuing Agreement, Transfer of Secured Obligations 33 43 Section 7.8 Governing Law: ; Entire Agreement 34 44 Section 7.9 Counterparts 34 44 Section 7.10 No Third Third-Party Beneficiaries 34 44 Section 7.11 Headings 34 Designation of Additional Indebtedness; Joinder of Additional Agents 44 Section 7.12 Severability 34 Senior Priority Representative; Notice ofSenior Priority Representative Changes 46 Section 7.13 [Reserved] 34 Headings 46 Section 7.14 Severability 46 Section 7.15 Attorneys’ Fees 46 Section 7.16 VENUE; JURY TRIAL WAIVER 34 46 Section 7.15 7.17 Intercreditor Agreement 35 47 Section 7.16 7.18 No Warranties or Liability 35 47 Section 7.17 7.19 Conflicts 35 47 Section 7.18 7.20 Information Concerning Financial Condition of the Credit Parties 36 Section 7.19 Agent Capacities 3647 SCHEDULE I Subsidiary Guarantor EXHIBITS: Exhibit A Additional Indebtedness Designation Exhibit B Additional Indebtedness Joinder Exhibit C Joinder of April 2012 First Lien Credit Agreement or February 2013 First Lien Credit Agreement This INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of [ ], 2013, by and between Barclays Bank PLC, in its capacity as administrative agent (together with its successors and assigns in such capacity, and as further defined herein, the “April 2012 First Lien Agent”) for the April 2012 First Lien Lenders referred to below party from time to time to the April 2012 First Lien Credit Agreement referred to below, and Barclays Bank PLC, in its capacity as administrative agent (together with its successors and assigns in such capacity, and as further defined herein, the “February 2013 First Lien Agent”) for the February 2013 First Lien Lenders referred to below party from time to time to the February 2013 First Lien Credit Agreement referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.

Intercreditor Acknowledgements and Waivers. 23 Section 5.1 Notice of Acceptance and Other Waivers 23 32 Section 5.2 Modifications to ABL Senior Priority Documents and First Lien Notes Junior Priority Documents 25 Section 5.3 Reinstatement and Continuation of Agreement 26 ARTICLE 6 INSOLVENCY PROCEEDINGS 27 33 Page Section 6.1 DIP Financing 27 37 Section 6.2 Relief From from Stay 29 37 Section 6.3 No Contest 29 38 Section 6.4 Asset Sales 29 38 Section 6.5 Separate Grants of Security and Separate Classification 29 39 Section 6.6 Enforceability 30 39 Section 6.7 ABL Senior Priority Obligations Unconditional 30 39 Section 6.8 First Lien Notes Junior Priority Obligations Unconditional 31 40 Section 6.9 Adequate Protection 31 40 Section 6.10 Plan of Reorganization 31 ARTICLE 7 MISCELLANEOUS 32 Securities and Other Plan-Related Issues 41 Section 6.11 Certain Waivers 41 Section 7.1 Rights of Subrogation 32 42 Section 7.2 Further Assurances 32 42 Section 7.3 Representations 33 42 Section 7.4 Amendments 33 42 Section 7.5 Addresses for Notices 33 43 Section 7.6 No Waiver, Remedies 33 44 Section 7.7 Continuing Agreement, Transfer of Secured Obligations 33 44 Section 7.8 Governing Law: ; Entire Agreement 34 45 Section 7.9 Counterparts 34 45 Section 7.10 No Third Third-Party Beneficiaries 34 45 Section 7.11 Headings 34 Designation of Additional Indebtedness; Joinder of Additional Agents 45 Section 7.12 Severability 34 Senior Priority Representative; Notice of Senior Priority Representative Change 46 Section 7.13 [Reserved] 34 Provisions Solely to Define Relative Rights 47 Section 7.14 Headings 47 Section 7.15 Severability 47 Section 7.16 Attorneys’ Fees 47 Section 7.17 VENUE; JURY TRIAL WAIVER 34 47 Section 7.15 7.18 Intercreditor Agreement 35 48 Section 7.16 7.19 No Warranties or Liability 35 48 Section 7.17 7.20 Conflicts 35 48 Section 7.18 7.21 Information Concerning Financial Condition of the Credit Parties 36 48 Section 7.19 Agent Capacities 367.22 Excluded Assets 49 SCHEDULE I Subsidiary Guarantor EXHIBITS: Exhibit A Additional Indebtedness Designation Exhibit B Additional Indebtedness Joinder Exhibit C Joinder of July 2012 First Lien Credit Agreement or [ ]1 [First/Second]2 Lien Credit Agreement This INTERCREDITOR AGREEMENT (as amended, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of [ ], 20[ ], by and between [ ], in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, and as further defined herein, the “July 2012 First Lien Agent”) for the July 2012 First Lien Lenders referred to below party from time to time to the July 2012 First Lien Credit Agreement referred to below, and [ ], in its capacities [as administrative agent and collateral agent] (together with its successors and assigns in such capacities, and as further defined herein, the “[ ]1 [First/Second]2 Lien Agent”) for the [ ]1 [First/Second]2 Lien Lenders referred to below party from time to time to the [ ]1 [First/Second]2 Lien Credit Agreement referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.

Intercreditor Acknowledgements and Waivers. 23 Section 5.1 Notice of Acceptance and Other Waivers 23 45 Section 5.2 Modifications to ABL Credit Documents and First Lien Notes Documents 25 46 Section 5.3 Reinstatement and Continuation of Agreement 26 ARTICLE 6 INSOLVENCY PROCEEDINGS 27 50 Section 6.1 DIP Financing 27 51 Section 6.2 Relief From Stay 29 54 Section 6.3 No Contest 29 Contest; Adequate Protection 54 Section 6.4 Asset Sales 29 56 Section 6.5 Separate Grants of Security and Separate Classification 29 57 Section 6.6 Enforceability 30 No Waivers of Rights of Senior Secured Parties 58 Section 6.7 ABL Obligations Unconditional 30 Enforceability 58 Section 6.8 First Lien Notes Obligations Unconditional 31 Other Matters with respect to Junior Shared Collateral 59 Section 6.9 Adequate Protection 31 Reorganization Securities 59 Section 6.10 Plan Section 1111(b) of Reorganization 31 ARTICLE 7 MISCELLANEOUS 32 the Bankruptcy Code 59 Section 6.11 ABL Rights Unconditional 60 Section 6.12 Cash Flow Rights Unconditional 60 Section 6.13 Junior Rights Unconditional 61 Section 7.1 Rights of Subrogation 32 61 Section 7.2 Application of Payments 62 Section 7.3 Further Assurances 32 Section 7.3 Representations 33 62 Section 7.4 Amendments 33 Representations 63 Section 7.5 Amendments 63 Section 7.6 Designation of Junior Secured Indebtedness; Joinder of Junior Agents 64 Section 7.7 Addresses for Notices 33 65 Section 7.6 7.8 No Waiver, ; Remedies 33 66 Section 7.7 7.9 Continuing Agreement, Transfer of Secured Obligations 33 66 Section 7.8 7.10 Governing Law: ; Entire Agreement 34 67 Section 7.9 7.11 Counterparts 34 67 Section 7.10 7.12 No Third Party Beneficiaries 34 Section 7.11 Headings 34 Section 7.12 Severability 34 67 Section 7.13 [Reserved] 34 Headings 67 Section 7.14 Severability 67 Section 7.15 Attorneys’ Fees 67 Section 7.16 VENUE; JURY TRIAL WAIVER 34 68 Section 7.15 7.17 Intercreditor Agreement 35 68 Section 7.16 7.18 No Warranties or Liability 35 69 Section 7.17 7.19 Conflicts 35 69 Section 7.18 7.20 Information Concerning Financial Condition of the Credit Parties 36 69 THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated, amended and restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of October 29, 2012 among CITICORP USA, INC., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for (i) the lenders party from time to time to any ABL Credit Agreement referred to below (such institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”) and (ii) any ABL Cash Management Bank (as defined below) (such ABL Cash Management Banks, together with the ABL Agent and the ABL Lenders, the “ABL Secured Parties”), CITIBANK, N.A., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Cash Flow Agent”) for (i) the lenders party from time to time to any Cash Flow Credit Agreement referred to below (such institutions, together with their respective successors, assigns and transferees, the “Cash Flow Lenders”), and (ii) any Cash Flow Hedge Bank (as defined below) and Cash Flow Cash Management Bank (as defined below) (such Cash Flow Hedge Bank and Cash Flow Cash Management Bank, together with the Cash Flow Agent and the Cash Flow Lenders, the “Cash Flow Secured Parties”), and each Junior Agent that from time to time becomes a party hereto pursuant to Section 7.19 Agent Capacities 367.6.