Common use of Intercreditor Acknowledgements and Waivers Clause in Contracts

Intercreditor Acknowledgements and Waivers. Section 5.1 Notice of Acceptance and Other Waivers 32 Section 5.2 Modifications to Senior Priority Documents and Junior Priority Documents 33 Page ARTICLE VI INSOLVENCY PROCEEDINGS Section 6.1 DIP Financing 37 Section 6.2 Relief from Stay 37 Section 6.3 No Contest 38 Section 6.4 Asset Sales 38 Section 6.5 Separate Grants of Security and Separate Classification 39 Section 6.6 Enforceability 39 Section 6.7 Senior Priority Obligations Unconditional 39 Section 6.8 Junior Priority Obligations Unconditional 40 Section 6.9 Adequate Protection 40 Section 6.10 Reorganization Securities and Other Plan-Related Issues 41 Section 6.11 Certain Waivers 41 ARTICLE VII MISCELLANEOUS Section 7.1 Rights of Subrogation 42 Section 7.2 Further Assurances 42 Section 7.3 Representations 42 Section 7.4 Amendments 42 Section 7.5 Addresses for Notices 43 Section 7.6 No Waiver, Remedies 44 Section 7.7 Continuing Agreement, Transfer of Secured Obligations 44 Section 7.8 Governing Law; Entire Agreement 45 Section 7.9 Counterparts 45 Section 7.10 No Third-Party Beneficiaries 45 Section 7.11 Designation of Additional Indebtedness; Joinder of Additional Agents 45 Section 7.12 Senior Priority Representative; Notice of Senior Priority Representative Change 46 Section 7.13 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 47 Section 7.18 Intercreditor Agreement 48 Section 7.19 No Warranties or Liability 48 Section 7.20 Conflicts 48 Section 7.21 Information Concerning Financial Condition of the Credit Parties 48 Section 7.22 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 INTERCREDITOR 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. 31 Section 5.1 5.1. Notice of Acceptance and Other Waivers 31 Section 5.2. Modifications to ABL Documents and Term Documents 32 Section 5.2 Modifications to Senior Priority Documents 5.3. Reinstatement and Junior Priority Documents 33 Page Continuation of Agreement 34 ARTICLE VI 6. INSOLVENCY PROCEEDINGS 35 Section 6.1 6.1. DIP Financing 37 35 Section 6.2 6.2. Relief from From Stay 37 36 Section 6.3 6.3. No Contest 38 Contest; Adequate Protection 36 Section 6.4 6.4. Asset Sales 38 Section 6.5 6.5. Separate Grants of Security and Separate Classification 39 38 Section 6.6 6.6. Enforceability 39 38 Section 6.7 Senior Priority 6.7. ABL Obligations Unconditional 38 Section 6.8. Term Obligations Unconditional 39 Section 6.8 Junior Priority Obligations Unconditional 40 Section 6.9 Adequate Protection 40 Section 6.10 6.9. Reorganization Securities and Other Plan-Related Issues 41 39 TABLE OF CONTENTS (Cont’d) Page No. ARTICLE 7. PURCHASE OPTION 39 Section 6.11 Certain Waivers 7.1. Term Secured Parties’ Purchase Option 39 Section 7.2. ABL Secured Parties Purchase Option 41 ARTICLE VII 8. MISCELLANEOUS 42 Section 7.1 8.1. Rights of Subrogation 42 Section 7.2 8.2. Further Assurances 42 Section 7.3 8.3. Representations 42 Section 7.4 8.4. Amendments 42 43 Section 7.5 8.5. Addresses for Notices 43 Section 7.6 8.6. No Waiver, ; Remedies 44 Section 7.7 8.7. Continuing Agreement, Transfer of Secured Obligations 44 Section 7.8 8.8. Governing Law; Entire Agreement 45 44 Section 7.9 8.9. Counterparts 45 44 Section 7.10 8.10. No Third-Third Party Beneficiaries 45 Section 7.11 Designation of Additional Indebtedness; Joinder of Additional Agents 8.11. Headings 45 Section 7.12 Senior Priority Representative; Notice of Senior Priority Representative Change 46 8.12. Severability 45 Section 7.13 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 8.13. VENUE; JURY TRIAL WAIVER 47 45 Section 7.18 8.14. Intercreditor Agreement 48 46 Section 7.19 8.15. No Warranties or Liability 48 46 Section 7.20 8.16. Conflicts 48 46 Section 7.21 8.17. Information Concerning Financial Condition of the Credit Parties 48 Section 7.22 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 46 INTERCREDITOR AGREEMENT This THIS INTERCREDITOR AGREEMENT (as amended, supplemented, waived restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of [ ]June 9, 20[ ]2014 among (a) XXXXX FARGO BANK, by and between [ ]NATIONAL ASSOCIATION, in its capacities capacity as administrative agent and collateral agent (together with its successors and assigns in such capacities, and as further defined hereincapacity, the “July 2012 First Lien ABL 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.for

Intercreditor Acknowledgements and Waivers. Section 5.1 Notice of Acceptance and Other Waivers 32 31 Section 5.2 Modifications to Senior Priority Documents and Junior Priority Documents 33 Page 31 ARTICLE VI INSOLVENCY PROCEEDINGS Section 6.1 DIP Financing 37 35 Section 6.2 Relief from Stay 37 36 Section 6.3 No Contest 38 36 Section 6.4 Asset Sales 38 37 Section 6.5 Separate Grants of Security and Separate Classification 39 37 Section 6.6 Enforceability 39 38 Section 6.7 Senior Priority Obligations Unconditional 39 38 Section 6.8 Junior Priority Obligations Unconditional 40 38 Section 6.9 Adequate Protection 40 39 Section 6.10 Reorganization Securities and Other Plan-Related Issues 41 Issues. 40 Section 6.11 Certain Waivers 41 Waivers. 40 ARTICLE VII MISCELLANEOUS Section 7.1 Rights of Subrogation 42 41 Section 7.2 Further Assurances 42 41 Section 7.3 Representations 42 41 Section 7.4 Amendments 42 41 Section 7.5 Addresses for Notices 43 42 Section 7.6 No Waiver, Remedies 44 43 Section 7.7 Continuing Agreement, Transfer of Secured Obligations 44 43 Section 7.8 Governing Law; Entire Agreement 45 44 Section 7.9 Counterparts 45 44 Section 7.10 No Third-Party Beneficiaries 45 44 Section 7.11 Designation of Additional Indebtedness; Joinder of Additional Agents 45 44 Section 7.12 Senior Priority Representative; Notice of Senior ofSenior Priority Representative Change Changes 46 Section 7.13 Provisions Solely to Define Relative Rights 47 Headings 46 Section 7.14 Headings 47 Severability 46 Section 7.15 Severability 47 Section 7.16 Attorneys’ Fees 47 46 Section 7.17 7.16 VENUE; JURY TRIAL WAIVER 46 Section 7.17 Intercreditor Agreement 47 Section 7.18 Intercreditor Agreement 48 Section 7.19 No Warranties or Liability 48 47 Section 7.19 Conflicts 47 Section 7.20 Conflicts 48 Section 7.21 Information Concerning Financial Condition of the Credit Parties 48 Section 7.22 Excluded Assets 49 47 SCHEDULE I Subsidiary Guarantor EXHIBITS: Exhibit A Additional Indebtedness Designation Exhibit B Additional Indebtedness Joinder Exhibit C Joinder of July April 2012 First Lien Credit Agreement or [ ]1 [First/Second]2 February 2013 First Lien Credit Agreement INTERCREDITOR 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 [ ], 20[ ]2013, by and between [ ]Barclays Bank PLC, in its capacities capacity as administrative agent and collateral agent (together with its successors and assigns in such capacitiescapacity, and as further defined herein, the “July April 2012 First Lien Agent”) for the July April 2012 First Lien Lenders referred to below party from time to time to the July April 2012 First Lien Credit Agreement referred to below, and [ ]Barclays Bank PLC, in its capacities [capacity as administrative agent and collateral agent] (together with its successors and assigns in such capacitiescapacity, and as further defined herein, the “[ ]1 [First/Second]2 February 2013 First Lien Agent”) for the [ ]1 [First/Second]2 February 2013 First Lien Lenders referred to below party from time to time to the [ ]1 [First/Second]2 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. Section 5.1 Notice of Acceptance and Other Waivers 32 45 Section 5.2 Modifications to Senior Priority Credit Documents 46 Section 5.3 Reinstatement and Junior Priority Documents 33 Continuation of Agreement 50 Page ARTICLE VI 6 INSOLVENCY PROCEEDINGS Section 6.1 DIP Financing 37 51 Section 6.2 Relief from From Stay 37 54 Section 6.3 No Contest 38 Contest; Adequate Protection 54 Section 6.4 Asset Sales 38 56 Section 6.5 Separate Grants of Security and Separate Classification 39 57 Section 6.6 Enforceability 39 No Waivers of Rights of Senior Secured Parties 58 Section 6.7 Senior Priority Obligations Unconditional 39 Enforceability 58 Section 6.8 Other Matters with respect to Junior Priority Obligations Unconditional 40 Shared Collateral 59 Section 6.9 Adequate Protection 40 Reorganization Securities 59 Section 6.10 Reorganization Securities and Other Plan-Related Issues 41 Section 1111(b) of the Bankruptcy Code 59 Section 6.11 Certain Waivers 41 ABL Rights Unconditional 60 Section 6.12 Cash Flow Rights Unconditional 60 Section 6.13 Junior Rights Unconditional 61 ARTICLE VII 7 MISCELLANEOUS Section 7.1 Rights of Subrogation 42 61 Section 7.2 Application of Payments 62 Section 7.3 Further Assurances 42 Section 7.3 Representations 42 62 Section 7.4 Amendments 42 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 43 65 Section 7.6 7.8 No Waiver, ; Remedies 44 66 Section 7.7 7.9 Continuing Agreement, Transfer of Secured Obligations 44 66 Section 7.8 7.10 Governing Law; Entire Agreement 45 67 Section 7.9 7.11 Counterparts 45 67 Section 7.10 7.12 No Third-Third Party Beneficiaries 45 Section 7.11 Designation of Additional Indebtedness; Joinder of Additional Agents 45 Section 7.12 Senior Priority Representative; Notice of Senior Priority Representative Change 46 67 Section 7.13 Provisions Solely to Define Relative Rights 47 Headings 67 Section 7.14 Headings 47 Severability 67 Section 7.15 Severability 47 Section 7.16 Attorneys’ Fees 47 67 Section 7.17 7.16 VENUE; JURY TRIAL WAIVER 47 68 Section 7.17 Intercreditor Agreement 68 Section 7.18 Intercreditor Agreement 48 Section 7.19 No Warranties or Liability 48 69 Section 7.19 Conflicts 69 Section 7.20 Conflicts 48 Section 7.21 Information Concerning Financial Condition of the Credit Parties 48 Section 7.22 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 69 AMENDED AND RESTATED INTERCREDITOR AGREEMENT This THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, waived 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, 20[ ]2012 among CITICORP USA, by and between [ ]INC., 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 ABL Agent”) for (i) the July 2012 First Lien Lenders referred to below lenders party from time to time to the July 2012 First Lien 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] agent (together with its successors and assigns in such capacities, and as further defined herein, the “[ ]1 [First/Second]2 Lien Cash Flow Agent”) for (i) the [ ]1 [First/Second]2 Lien Lenders referred to below lenders party from time to time to the [ ]1 [First/Second]2 Lien any Cash Flow Credit Agreement referred to below. Capitalized terms used herein without other definition are used below (such institutions, together with their respective successors, assigns and transferees, the “Cash Flow Lenders”), and (ii) any Cash Flow Hedge Bank (as defined in Article I hereofbelow) 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 7.6.

Intercreditor Acknowledgements and Waivers. 23 Section 5.1 Notice of Acceptance and Other Waivers 32 23 Section 5.2 Modifications to Senior Priority ABL Documents and Junior Priority First Lien Notes Documents 33 Page 25 Section 5.3 Reinstatement and Continuation of Agreement 26 ARTICLE VI 6 INSOLVENCY PROCEEDINGS 27 Section 6.1 DIP Financing 37 27 Section 6.2 Relief from From Stay 37 29 Section 6.3 No Contest 38 29 Section 6.4 Asset Sales 38 29 Section 6.5 Separate Grants of Security and Separate Classification 39 29 Section 6.6 Enforceability 39 30 Section 6.7 Senior Priority ABL Obligations Unconditional 39 30 Section 6.8 Junior Priority First Lien Notes Obligations Unconditional 40 31 Section 6.9 Adequate Protection 40 31 Section 6.10 Plan of Reorganization Securities and Other Plan-Related Issues 41 Section 6.11 Certain Waivers 41 31 ARTICLE VII 7 MISCELLANEOUS 32 Section 7.1 Rights of Subrogation 42 32 Section 7.2 Further Assurances 42 32 Section 7.3 Representations 42 33 Section 7.4 Amendments 42 33 Section 7.5 Addresses for Notices 43 33 Section 7.6 No Waiver, Remedies 44 33 Section 7.7 Continuing Agreement, Transfer of Secured Obligations 44 33 Section 7.8 Governing Law; : Entire Agreement 45 34 Section 7.9 Counterparts 45 34 Section 7.10 No Third-Third Party Beneficiaries 45 34 Section 7.11 Designation of Additional Indebtedness; Joinder of Additional Agents 45 Headings 34 Section 7.12 Senior Priority Representative; Notice of Senior Priority Representative Change 46 Severability 34 Section 7.13 Provisions Solely to Define Relative Rights 47 [Reserved] 34 Section 7.14 Headings 47 Section 7.15 Severability 47 Section 7.16 Attorneys’ Fees 47 Section 7.17 VENUE; JURY TRIAL WAIVER 47 34 Section 7.18 7.15 Intercreditor Agreement 48 35 Section 7.19 7.16 No Warranties or Liability 48 35 Section 7.20 7.17 Conflicts 48 35 Section 7.21 7.18 Information Concerning Financial Condition of the Credit Parties 48 36 Section 7.22 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 7.19 Agent Capacities 36 INTERCREDITOR 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.AGREEMENT