Common use of Intercreditor Agreement Clause in Contracts

Intercreditor Agreement. The terms of this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.

Intercreditor Agreement. The terms of this Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the other Loan Documents incurrence by any Credit Party of any Refinanced Debt (other than as defined in the Intercreditor First Lien Credit Agreement), Permitted Second Priority Refinancing Debt or any Permitted Junior Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien granted (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to any Loan Document the First Lien Credit Documents, which Liens shall be subject to the terms and conditions of the exercise of any right Intercreditor Agreement (or remedy other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by the Agent hereunder are subject and will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the event Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any inconsistency between Refinanced Debt (as defined in the provisions of this Agreement and the Loan Documents (other than the Intercreditor First Lien Credit Agreement), Permitted Second Priority Refinancing Debt or any Permitted Junior Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the one hand, Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to (a) the First Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted Second Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt to extend credit to the Intercreditor Agreement, on the other hand, Borrowers and such First Lien Creditors and such providers of Permitted Second Priority Refinancing Debt and Permitted Junior Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other documentcustomary intercreditor arrangements, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentapplicable).

Intercreditor Agreement. The terms Each Lender hereunder (and by its acceptance of this the benefits of the Loan Documents, each other Secured Party) authorizes and instructs Administrative Agent to enter into any Acceptable Intercreditor Agreement and acknowledges (or is deemed to acknowledge) that the other Loan Documents (other than the forms of an Acceptable Intercreditor Agreement)Agreement attached hereto as Exhibits D-1 and D-2 were delivered, any Lien granted or made available, to the Agent pursuant to any Loan Document such Lender. Each Lender hereby acknowledges that it has received and the exercise reviewed such forms of any right or remedy by the Agent hereunder are subject to the provisions of the an Acceptable Intercreditor Agreement. In Each of the event of Secured Parties agrees to be bound by any inconsistency between the provisions of Acceptable Intercreditor Agreement. Any reference in this Agreement and or any other Loan Document to “first priority lien” “or second priority” or words of similar effect in describing the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required Liens created hereunder or under any other Loan Document shall be understood to take refer to such priority as set forth in any action applicable Acceptable Intercreditor Agreement. Except to the extent set forth in any Acceptable Intercreditor Agreement, nothing in this Section 9.21 shall be construed to provide that any Loan Party is a third party beneficiary of the provisions of any Acceptable Intercreditor Agreement or may assert any rights, defenses or claims on account of any Acceptable Intercreditor Agreement or this Section 9.21 (other than as set forth in the last sentence hereof), and each Loan Party agrees that nothing in any Acceptable Intercreditor Agreement is intended or shall impair the obligation of any Loan Party to pay the obligations under this Agreement, or any other Loan Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors with respect to any Loan Party or except as expressly otherwise provided in any Acceptable Intercreditor Agreement as to a Loan Party’s obligations, such Loan Party’s properties. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the payment in full of the Fixed Asset Priority Facility Obligations to the extent that any Loan Party is required to (i) give physical possession over any Collateral that is inconsistent with constituting Fixed Assets to Administrative Agent under this Agreement or the other Loan Documents, such Loan Party’s obligations under requirement to give possession shall be satisfied if such Fixed Assets are delivered to and held by the Senior Secured Notes Documents except if otherwise provided in Fixed Asset Facility Collateral Agent pursuant to the applicable Acceptable Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under take any other Loan Document action with respect to the Collateral constituting Fixed Assets or any proceeds thereof, including delivery of such Fixed Assets or control of any Fixed Asset Priority Collateralproceeds thereof to Administrative Agent, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral such action shall be deemed satisfied to be satisfied if such Loan Party complies the extent undertaken with respect to the requirements of the similar provision of the applicable Senior Secured Notes DocumentFixed Asset Facility Collateral Agent.

Intercreditor Agreement. The terms of this Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the other Loan Documents incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (other than with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor AgreementAgreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), any Lien granted to the Agent pursuant to any Loan Document (ii) hereby agrees that it will be bound by and the exercise of any right or remedy by the Agent hereunder are subject will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the event Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any inconsistency between Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of this Agreement Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and the Loan Documents (other than the Intercreditor Agreement), on the one hand, such Second Lien Creditors and the Intercreditor Agreement, on the other hand, such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other documentcustomary intercreditor arrangements, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentapplicable).

Intercreditor Agreement. The terms of this Agreement and Each Person that is secured hereunder, by accepting the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions benefits of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents security provided hereby, (other than the Intercreditor Agreement), on the one handi) agrees (or is deemed to agree) that it will be bound by, and the Intercreditor Agreement, on the other handwill take no actions contrary to, the provisions of any applicable Intercreditor Agreement; provided that such provisions are not in conflict with this Agreement, and (ii) authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Collateral Trustee on behalf of such Person to enter into, and perform under, any applicable Intercreditor Agreement shall supersede on terms that do not conflict with this Agreement. At the provisions direction of this the Company pursuant to an Officer’s Certificate, the Collateral Trustee agrees to enter into any Intercreditor Agreement and the Loan Documents (other than the or amendments or joinders to any Intercreditor Agreement). Without limiting , without the generality consent of the foregoingany Priority Lien Secured Party, and notwithstanding anything herein to add additional Indebtedness as Priority Lien Debt (to the contraryextent permitted to be incurred and secured by the applicable Priority Lien Documents) and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Priority Lien Debt then outstanding, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of this Agreement, including Section 3.4. Notwithstanding anything to the contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral (including control over any account in which Collateral is held), and if such Collateral (or any such account) is in fact in the possession or under the control of an agent or bailee of the Collateral Trustee (including any Priority Lien Representative or its agents or bailees), the perfection actions and related deliverables described in this Agreement or the other Security Documents (i.e., the Security Documents other than the Security Document giving rise to such Lien, perfection and control) shall not be required. Notwithstanding anything to the contrary contained in this Agreement, to the extent of any conflict between this Agreement and any Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements terms of this Agreement, no Loan Party Agreement shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentprevail.

Intercreditor Agreement. The terms By accepting a Note, each Holder is deemed to acknowledge that the obligations of this the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Loan Grantors that constitute Collateral under the Security Documents (and that the relative Lien priorities and other than creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement). By accepting a Note, any Lien granted each Holder is deemed to acknowledge that it has received a copy of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to (a) consent to the Agent pursuant to any Loan Document subordination of the Liens on the Collateral securing the Notes and the exercise Subsidiary Guarantees on the terms set forth in the Intercreditor Agreement, authorize and direct the Trustee and the Collateral Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any right further consent, authorization or remedy other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement and (d) agrees that no Holder shall have any right of action whatsoever against the event Trustee or the Collateral Agent as a result of any inconsistency between action taken by the provisions of Trustee or the Collateral Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section 14.04 or in accordance with the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and until direct the Discharge of Fixed Asset Obligations (as defined in Trustee and the Intercreditor Agreement), Collateral Agent (i) except for express requirements of this Agreement, no Loan Party to take such actions as shall be required hereunder or under any other Loan Document to take any action release Liens on the Collateral in respect accordance with the terms of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any obligation extension, renewal, refinancing or replacement of any Loan Party hereunder Notes or under any other Loan Document with refinancing indebtedness in respect thereof as are reasonably acceptable to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice Trustee and Collateral Agent to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee and the Collateral Agent shall have the benefit of the provisions of Article Ten with respect to all actions taken by it pursuant to this Section 14.04 or in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies accordance with the requirements terms of the similar provision of Intercreditor Agreement to the applicable Senior Secured Notes Documentfull extent thereof.

Intercreditor Agreement. The terms Each Person that is secured hereunder, by accepting the benefits of this Agreement and the other Loan Documents security provided hereby, (other than i) consents (or is deemed to consent), to the subordination of Liens in favor of the Collateral Trustee as provided for in the Intercreditor Agreement), any Lien granted (ii) agrees (or is deemed to the Agent pursuant to any Loan Document agree) that it will be bound by, and the exercise of any right or remedy by the Agent hereunder are subject to will take no actions contrary to, the provisions of the Intercreditor Agreement. In , (iii) authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the event Collateral Trustee on behalf of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one handsuch Person to enter into, and the Intercreditor Agreementperform under, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations as “Second Lien Collateral Trustee” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt (ito the extent permitted to be incurred and secured by the applicable Secured Debt Documents) except for express requirements and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the lenders under the Credit Agreement to extend credit to the Company, as the borrower under the Credit Agreement, and such lenders are intended third party beneficiaries of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect provision and the provisions of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect Agreement. Notwithstanding anything to the delivery contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any Fixed Asset account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority CollateralLien Representative, or of agents or bailees of the Priority Lien Representative, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights perfection actions and related deliverables described in this Agreement or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral other Parity Lien Security Documents shall not be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentrequired.

Intercreditor Agreement. The terms of this Agreement Administrative Agent is authorized by the Lenders and the other Loan Documents Secured Parties (including any Hedge Agreement Provider by its acceptance of such collateral security) to (i) enter into the Pari Passu Intercreditor Agreement and any other than intercreditor agreement expressly contemplated by this Agreement or any other Credit Document, (ii) enter into any Collateral Document, or (iii) make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Intercreditor Agreement), incurrence by any Lien granted Credit Party of any Indebtedness of such Credit Party that is permitted to the Agent be secured pursuant to any Loan Document Sections 6.1 and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions 6.7 of this Agreement and the Loan Documents (other than the Intercreditor Agreement), in order to permit such Indebtedness to be secured by a valid, perfected Lien on the one handCollateral), and the Intercreditor Agreementparties hereto acknowledge that any intercreditor agreement, Collateral Document, consent, filing or other action will be binding upon them. Each Lender and other Secured Party (a) understands, acknowledges and agrees that Liens will be created on the other hand, Collateral pursuant to the provisions terms of the Intercreditor Agreement shall supersede the provisions of this Agreement Bridge Facility and/or any Secured Refinancing Facility and the Loan Documents (other than collateral agreements securing obligations under the Intercreditor Agreement). Without limiting the generality of the foregoingBridge Facility and/or any Secured Refinancing Facility, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) which Liens shall be subject to the terms and conditions of the Pari Passu Intercreditor Agreement, (b) hereby agrees that it will be bound by and until will take no actions contrary to the Discharge provisions of Fixed Asset Obligations the Pari Passu Intercreditor Agreement or any other intercreditor agreement (as defined if entered into) and (c) hereby authorizes and instructs the Administrative Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement expressly contemplated by this Agreement or any other Credit Document or Collateral Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Intercreditor Agreement), (i) except for express requirements incurrence by any Credit Party of any Indebtedness of such Credit Party that is permitted to be secured pursuant to Sections 6.1 and 6.7 of this Agreement, no Loan Party shall in order to permit such Indebtedness to be required hereunder or under any other Loan Document to take any action in respect of secured by a valid, perfected Lien on the Fixed Asset Priority Collateral that is inconsistent (with such Loan priority as may be designated by such Credit Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect , to the delivery or control of any Fixed Asset Priority Collateralextent such priority is permitted by the Credit Documents)), and to subject the novation of any lien Liens on any certificate of title, xxxx of lading or other document, the giving of any notice Collateral securing the Credit Party Obligations to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentprovisions thereof.

Intercreditor Agreement. The terms of this Agreement This Article 10 and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan provisions of each Security Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of terms, conditions and benefits set forth in the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement The Company and the Loan Documents (other than the Intercreditor Agreement), on the one handeach Subsidiary Guarantor consents to, and the Intercreditor Agreementagrees to be bound by, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and until to perform its obligations thereunder in accordance with the Discharge terms thereof. The Company shall, on the Issue Date, execute and deliver any certificates and other instruments and documents required under the Intercreditor Agreement to be delivered to the Priority Lien Agent or the Second Lien Collateral Trustee (each as defined in the Intercreditor Agreement) in connection with the designation of Fixed Asset the Holders as additional holders of Second Lien Obligations (as defined in the Intercreditor Agreement). Each Holder, by its acceptance of the Securities (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (ib) except for express requirements agrees that it will be bound by, and will take no actions contrary to, the provisions of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (iic) any obligation of any Loan Party hereunder or under any other Loan Document with respect authorizes and instructs the Trustee and Collateral Trustee to join and become a party to the delivery Intercreditor Agreement on behalf of the Holders as Second Lien Secured Parties (as defined in the Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or control of any Fixed Asset Priority Collateraljoinders to the Intercreditor Agreement or Collateral Trust Agreement, to add the novation of any lien on any certificate of title, xxxx of lading or other document, Securities as Parity Lien Debt and without the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any PersonHolder or the Trustee, to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding, in each case in respect case, where the Incurrence of any Fixed Asset such Secured Debt is permitted by this Indenture. The foregoing provisions are intended as an inducement to the lenders under the Priority Collateral shall be deemed Lien Credit Agreement to be satisfied if such Loan Party complies with continue to extend credit to the requirements Company and certain of the similar provision Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms In connection with and on or before the closing date of this Agreement and the other Loan Documents (other than the Intercreditor Agreementany Permitted Acquisition of any Equity Interests in a Drop Down Entity Mortgagor pursuant to Section 9.05(g), any Lien granted the parties thereto shall have executed and delivered an Intercreditor Agreement in form and substance satisfactory to the Administrative Agent in its sole discretion; provided, that such Intercreditor Agreement will (a) provide that, as among the parties thereto, the Liens on the Mortgaged Properties of such Drop Down Entity Mortgagor pursuant to any Loan Document and the exercise Security Instruments will be of any right or remedy by the Agent hereunder are subject equal priority to the provisions Permitted Holdco Credit Facility Liens on such Mortgaged Properties, (b) provide that any proceeds of the Intercreditor Agreement. In the such Mortgaged Properties received by any secured party following any event of default or any inconsistency between enforcement action shall be allocated among the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement)Secured Parties, on the one hand, and the Intercreditor Agreementsecured parties with respect to obligations owing under the Holdco Credit Facility, on the other hand, in accordance with the provisions respective direct ownership percentages of Equity Interests in the applicable Drop Down Entity Mortgagor of obligors under such credit facilities (for example, and for the avoidance of doubt, the percentage allocation of such proceeds to the Secured Parties with respect to any Mortgaged Properties of any Drop Down Entity Mortgagor shall equal the Drop Down Entity Ownership Percentage with respect to such Drop Down Entity Mortgagor at the time such event of default or enforcement action occurs), and (c) contain other customary terms and conditions acceptable to the Administrative Agent. The Lenders hereby authorize the Administrative Agent to enter into any such Intercreditor Agreement as described in the immediately preceding sentence with respect to the Permitted Holdco Credit Facility Liens. Each Lender (by receiving the benefits thereunder and of the Collateral pledged pursuant to the Security Instruments) agrees that the terms of the Intercreditor Agreement shall supersede the provisions of this Agreement be binding on such Lender and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoingits successors and assigns, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentit were a party thereto.

Intercreditor Agreement. The terms of this Agreement Lenders, the Swingline Lender and the other Issuing Bank acknowledge that the obligations of the Borrower and the Guarantors in respect of the 364-Day Term Loan Debt will be secured by Liens on the Collateral on a pari passu basis with the Secured Obligations. In connection with the incurrence of the 364-Day Term Loan Debt, the Administrative Agent shall, enter into the Intercreditor Agreement establishing the relative rights of the Secured Parties and the 364-Day Term Loan Secured Parties with respect to the Collateral and certain related matters. The Lenders, the Swingline Lender and the Issuing Bank hereby irrevocably (i) consent to such pari passu treatment of Liens to be provided for under the 364-Day Term Loan Credit Documents (other than and the Intercreditor Agreement), (ii) authorize the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of, and without any further consent, authorization or other action by, any Lien granted to Lender, the Agent pursuant to any Loan Document Swingline Lender or the Issuing Bank, (iii) agree that, upon the execution and delivery thereof and so long as it is in effect, the Lenders, the Swingline Lender and the exercise of any right or remedy Issuing Bank will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement and (iv) agree that none of the event Lenders, the Swingline Lender or the Issuing Bank shall have any right of action whatsoever against the Administrative Agent as a result of any inconsistency between action taken by the provisions of Administrative Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section 10.17 or in accordance with the terms of the Intercreditor Agreement. The Lenders, the Swingline Lender and until the Discharge of Fixed Asset Obligations (as defined in Issuing Bank hereby further irrevocably authorize the Administrative Agent to enter into such amendments, supplements or other modifications to the Intercreditor Agreement)Agreement in connection with any extension, (i) except for express requirements renewal or refinancing of this Agreementany Loans, no any amendment, restatement, supplement or other modification of the 364-Day Term Loan Party shall be required hereunder Credit Documents or under any other Loan Document to take any action Permitted Refinancing Indebtedness in respect of the Fixed Asset Priority Collateral that is inconsistent with such 364-Day Term Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect Debt as are reasonably acceptable to the delivery or control of any Fixed Asset Priority CollateralAdministrative Agent, the novation of any lien on any certificate of titlein its sole discretion, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case on behalf of, and without any further consent, authorization or other action by, any Lender, the Swingline Lender or the Issuing Bank. The Administrative Agent shall have the benefit of the provisions of Article IX with respect to all actions referred to in respect of any Fixed Asset Priority Collateral shall be deemed this Section 10.17 and all actions taken or omitted to be satisfied if such Loan Party complies taken by it in accordance with the requirements terms of the similar provision of Intercreditor Agreement to the applicable Senior Secured Notes Documentfull extent thereof.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized by the Lenders and other Secured Parties to, to the extent required by the terms of the Loan Documents, (i) enter into the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement expressly contemplated by this Agreement and the or any other Loan Documents Document, (ii) enter into any Collateral Document, or (iii) make or consent to any filings or take any other than actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Intercreditor incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement), any Lien granted in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the Agent pursuant to any Loan Document and the exercise of any right or remedy extent such priority is permitted by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor AgreementDocuments), on the one hand), and the Intercreditor Agreementparties hereto acknowledge that any intercreditor agreement, Collateral Document, consent, filing or other action will be binding upon them. Each Lender and other Secured Party (a) understands, acknowledges and agrees that Liens will be created on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein Collateral pursuant to the contrarySecond Lien Facility Documentation, all rights and remedies of the Agent (and the Lender Group) which Liens shall be subject to the terms and conditions of the First Lien/Second Lien Intercreditor Agreement, (b) hereby agrees that it will be bound by and until will take no actions contrary to the Discharge provisions of Fixed Asset Obligations the First Lien/Second Lien Intercreditor Agreement or any other intercreditor agreement (as defined if entered into) and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement expressly contemplated by this Agreement or any other Loan Document or Collateral Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Intercreditor Agreement), (i) except for express requirements incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement, no Loan Party shall in order to permit such Indebtedness to be required hereunder or under any other Loan Document to take any action in respect of secured by a valid, perfected lien on the Fixed Asset Priority Collateral that is inconsistent (with such priority as may be designated by such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect , to the delivery or control of any Fixed Asset Priority Collateralextent such priority is permitted by the Loan Documents)), and to subject the novation of any lien Liens on any certificate of title, xxxx of lading or other document, the giving of any notice Collateral securing the Obligations to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentprovisions thereof.

Intercreditor Agreement. The terms of this Agreement This Article 12 and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan provisions of each Security Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Subsidiary Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement. In , as the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one handsame may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Securities, by its acceptance of the Securities (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, on the other hand(b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement shall supersede and (c) authorizes and instructs the provisions Collateral Agent on behalf of this each Holder to enter into the Intercreditor Agreement and the Loan Documents as a Second Priority Agent (other than as defined in the Intercreditor Agreement). Without limiting the generality ) on behalf of the foregoing, such Holders and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject binding such Holders to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations thereof as Second Priority Secured Parties (as defined in the Intercreditor Agreement). In addition, (i) except for express requirements of this each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Intercreditor Agreement, no Loan Party shall be required hereunder without the consent of any Holder, to add additional Indebtedness as Priority Lien Debt or under any other Loan Document to take any action in respect of Indebtedness that is secured by a Lien on the Fixed Asset Priority Collateral that is inconsistent permitted under this Indenture to be pari passu with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect junior to the delivery Liens securing the Notes Obligations and add other parties (or control of any Fixed Asset Priority Collateral, authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the novation of any lien Lien on any certificate of title, xxxx of lading or Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any PersonPriority Lien Debt then outstanding, in each case in respect case, where the Incurrence of any Fixed Asset such secured Indebtedness is permitted by this Indenture. The foregoing provisions are intended as an inducement to the lenders under the Priority Collateral shall be deemed Lien Credit Agreement to be satisfied if such Loan Party complies with extend credit to the requirements Company and certain of the similar provision Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms Notwithstanding anything herein to the contrary, the priority of the Liens granted to Agent in the Collateral pursuant to this Agreement and the other Loan Other Documents (other than the Intercreditor Agreement)including, any Lien without limitation, Liens previously granted to the Agent pursuant to any Loan Document the Existing Credit Agreement and the exercise Existing Other Documents (as defined below), all of which are confirmed and reaffirmed by this Agreement) and the exercise, after the occurrence and during the continuance of an Event of Default, of any right or remedy by Agent or any Lender with respect to certain of the Agent Collateral hereunder or under any Other Document are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency direct and irreconcilable conflict between the provisions terms of the Intercreditor Agreement and this Agreement with respect to (a) the priority of Liens granted to Agent in the Collateral pursuant to this Agreement and the Loan Other Documents (other than including, without limitation, Liens previously granted to Agent pursuant to the Existing Credit Agreement and the Existing Other Documents (as defined below)) or (b) the rights of Agent or any Lender under this Agreement with respect to certain Collateral after the occurrence and during the continuance of an Event of Default, the terms of the Intercreditor Agreement shall govern and control. Any reference in this Agreement or any Other Document to “first priority lien” or words of similar effect in describing the Liens created hereunder or under any Other Document (including, without limitation, Liens previously granted to Agent pursuant to the Existing Credit Agreement and the Existing Other Documents (as defined below)) shall be understood to refer to such priority as set forth in the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, . Nothing in this Section 15.19 shall be construed to provide that any Loan Party is a third party beneficiary of the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than as expressly set forth therein and each Loan Party (x) agrees that, except as expressly otherwise provided in the Intercreditor Agreement). Without limiting , nothing in the generality Intercreditor Agreement is intended or shall impair the obligation of any Loan Party to pay the obligations under this Agreement or any Other Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the foregoingcreditors of any Loan Party, other than Agent and notwithstanding anything herein the Lenders as between themselves and (y) except to the contrary, all rights extent that any exercise of remedies by Agent against Revolving Loan Priority Collateral (as defined in the Intercreditor Agreement) is not permitted under the Intercreditor Agreement and remedies such exercise would cause the Loan Parties to be in breach of the terms of the PNC Credit Agreement requiring the Loan Parties to deliver possession or control of Revolving Loan Priority Collateral to Revolver Agent, if Agent (and the Lender Group) shall be subject to enforce its rights or remedies in violation of the terms of the Intercreditor Agreement, agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance with the terms of this Agreement and until the Discharge Other Documents by Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against Agent or any Lender and agrees to abide by the terms of Fixed Asset this Agreement and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the Payment in Full of the Revolver Obligations (each term as defined in the Intercreditor Agreement), ) to the extent that any Loan Party is required to (i) except for express requirements of give physical possession over any Revolving Loan Priority Collateral to Agent under this AgreementAgreement or the Other Documents, no Loan Party such requirement to give possession shall be required hereunder or under any other Loan Document satisfied if such Collateral is delivered to take any action in respect of and held by the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in Revolving Agent pursuant to the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under take any other Loan Document action with respect to the Collateral or any proceeds thereof, including delivery of such Collateral or control of any Fixed Asset Priority Collateralproceeds thereof to Agent, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral such action shall be deemed satisfied to be satisfied if such Loan Party complies the extent undertaken with respect to the requirements of the similar provision of the applicable Senior Secured Notes DocumentRevolving Agent.

Intercreditor Agreement. The terms Lenders acknowledge that the obligations of this the Borrower under the ABL Credit Agreement are secured by Liens on assets of the Borrower and the other Loan Documents (Parties that constitute Collateral and that the relative Lien priority and other than creditor rights of the Lenders hereunder and the secured parties under the ABL Credit Agreement will be set forth in the Intercreditor Agreement), any Lien granted . Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (a) consents to the Agent pursuant to any subordination of the Liens on the ABL Priority Collateral securing the Loan Document Obligations on the terms set forth in the Intercreditor Agreement, (b) authorizes and directs the exercise Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any right further consent, authorization or remedy other action by such Lender, (c) agrees that, upon the execution and delivery thereof, such Lender will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement and (d) agrees that no Lender shall have any right of action whatsoever against the event Administrative Agent as a result of any inconsistency between action taken by the provisions of Administrative Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section or in accordance with the terms of the Intercreditor Agreement, . Each Lender hereby further irrevocably authorizes and until directs the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), Administrative Agent (i) except for express requirements of this Agreement, no Loan Party to take such actions as shall be required hereunder or under any other Loan Document to take any action release Liens on the Collateral in respect accordance with the terms of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any obligation extension, renewal, refinancing or replacement of any Loan Party hereunder or under any other Loan Document with respect Obligations as are reasonably acceptable to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice Administrative Agent to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies accordance with the requirements terms of the similar provision Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the secured parties under the ABL Credit Agreement to extend credit to the Borrower and such secured parties are intended third party beneficiaries of the applicable Senior Secured Notes Documentsuch provisions.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized by the Lenders and other Secured Parties to, to the extent required by the terms of this the Loan Documents, (i) enter into the First Lien/Second Lien Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any other intercreditor agreement contemplated by this Agreement, (ii) enter into any Collateral Document, or (iii) make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the other incurrence by any Loan Documents Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement, in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (other than with such priority as may be designated by such Loan Party, to the Intercreditor Agreementextent such priority is permitted by the Loan Documents)), any Lien granted to the Agent pursuant to any Loan Document and the exercise of parties hereto acknowledge that any right intercreditor agreement, Collateral Document, consent, filing or remedy other action will be binding upon them. Each Lender and other Secured Party (a) hereby agrees that it will be bound by the Agent hereunder are subject and will take no actions contrary to the provisions of any intercreditor agreement (if entered into) and (b) hereby authorizes and instructs the Intercreditor Agreement. In Administrative Agent and the event Collateral Agent to enter into any intercreditor agreement contemplated by this Agreement or Collateral Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) in connection with the incurrence by any Loan Party of any inconsistency between Indebtedness of such Loan Party that is required or permitted to be secured on a pari passu or junior basis with the provisions of this Agreement Liens securing the Obligations pursuant to Sections 7.01 and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements 7.02 of this Agreement, no Loan Party shall in order to permit such Indebtedness to be required hereunder or under any other Loan Document to take any action in respect of secured by a valid, perfected lien on the Fixed Asset Priority Collateral that is inconsistent (with such priority as may be designated by such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect , to the delivery or control of any Fixed Asset Priority Collateralextent such priority is permitted by the Loan Documents), and to subject the novation of any lien Liens on any certificate of title, xxxx of lading or other document, the giving of any notice Collateral securing the Obligations to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentprovisions thereof.

Intercreditor Agreement. The Notwithstanding any other provision hereof or of any other Loan Document, for so long as the Discharge of ABL Priority Obligations shall not have occurred and the Revolving Credit Documents shall require (a) the delivery of possession or control to Revolver Agent of any Collateral (including, without limitation, any requirement to deliver agreements (other than the Deposit Account Control Agreements required by Section 4.11) granting control over such Collateral to Revolver Agent), (b) the granting of a first priority Lien on the Collateral in favor of the Revolver Agent, (c) any covenant hereunder or thereunder requiring the delivery of possession or control to Agent of such Collateral (including, without limitation, any requirement to deliver agreements granting control over such Collateral to Agent), (d) the granting of a first priority Lien on Collateral in favor of Agent, or (e) the making of any prepayment or any paying over of funds to Agent, in either case as a result of the receipt of any proceeds of Collateral, shall in each case be deemed to have been satisfied if, prior to the Discharge of ABL Priority Obligations, such possession or control (or such agreements granting control) of such Collateral shall have been delivered to or in favor of Revolver Agent (or its agents or bailees) as provided for in the Intercreditor Agreement, or such first priority Lien on such Collateral shall have been granted to the Revolver Agent and a first priority Lien on such Collateral shall have been granted to Agent (subject to the terms set forth in the Intercreditor Agreement), or such prepayment or paying over of funds in connection with the collection of proceeds of Collateral shall have been made in accordance with the terms of the Intercreditor Agreement. Except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents (Documents, which, as among the Borrower, Grantor, each other than Obligated Party, Agent, the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document Lenders and the exercise of any right or remedy by the Agent hereunder are subject to the provisions other Secured Parties shall remain in full force and effect; provided that representations and warranties of the Intercreditor Agreement. In Borrower, the event of any inconsistency between the provisions of this Agreement Grantor and each other Obligated Party contained in the Loan Documents (other than representing or warranting that the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions Lien in favor of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any a first priority lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with modified mutatis mutandis to take into account the requirements foregoing provisions of the similar provision of the applicable Senior Secured Notes Documentthis Section 7.14.

Intercreditor Agreement. The terms of Lenders acknowledge that the Existing Revolving Credit Facility as currently in effect is, and any future Indebtedness incurred pursuant to Section 7.01A(m) may be, secured by Liens on the ABL Priority Collateral that have priority over the Liens under the Loan Documents. In connection with the Borrower’s entry into this Agreement and Agreement, the other Loan Documents (other than Administrative Agent shall enter into the Intercreditor Agreement), any Lien granted establishing the relative rights of the Credit Parties and the secured parties under the Existing Revolving Credit Facility with respect to the Collateral, including the ABL Priority Collateral. Each Lender hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent pursuant to execute and deliver the Intercreditor Agreement and any Loan Document documents relating thereto, in each case, on behalf of such Lender and the exercise of without any right further consent, authorization or remedy other action by such Lender, (iii) agrees that, upon execution and delivery thereof, such Lender shall be bound by the Agent hereunder are subject terms of the Intercreditor Agreement as if it were a signatory thereto and will take no action contrary to the provisions of the Intercreditor Agreement. In Agreement and (iv) agrees that no Lender shall have any right of action whatsoever against the event Administrative Agent as a result of any inconsistency between action taken by the provisions of Administrative Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent to enter into such amendments, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder supplements or under any other Loan Document modifications to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) in connection with any obligation extension, renewal or refinancing of any Loan Party hereunder Indebtedness incurred pursuant to Section 7.01A(m) or under any Loans as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case, on behalf of such Lender and without any further consent, authorization or other Loan Document action by such Lender. The Administrative Agent shall have the benefit of the provisions of this Article IX with respect to all actions taken by it pursuant to this Section to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentfull extent thereof.

Intercreditor Agreement. The Each Lender, LC Issuer, and Swingline Lender hereunder (a) acknowledges that it has received a copy of Initial Intercreditor Agreement, (b) consents to the terms of this each Acceptable Intercreditor Agreement, (c) agrees that it will be bound by the provisions of each Acceptable Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Acceptable Intercreditor Agreement and (d) authorizes and instructs the other Loan Documents Agent to enter into each Acceptable Intercreditor Agreement as the Agent and on behalf of such Lender, and any documents relating thereto and (other than e) agrees that no Lender shall have any right of action whatsoever against the Intercreditor Agreement), Agent as a result of any Lien granted to action taken by the Agent pursuant to this Section or any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Acceptable Intercreditor Agreement. In Each Lender hereby further irrevocably authorizes and directs the event Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of any inconsistency between the provisions of Acceptable Intercreditor Agreement and this Agreement and the Loan Documents (ii) to enter into such amendments, supplements or other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the modifications to any Acceptable Intercreditor Agreement shall supersede the provisions in connection with any extension, renewal, refinancing or replacement of this Agreement and the any Obligations, any Term Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Initial Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under and any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect Permitted Term Indebtedness as are reasonably acceptable to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice Agent to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case in respect on behalf of such Lender and without any Fixed Asset Priority Collateral shall be deemed to be satisfied if further consent, authorization or other action by and on behalf of such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes DocumentLender.

Intercreditor Agreement. The (a) Each Lender hereby understands, acknowledges and agrees that Liens have been, and may hereafter by, created on the Collateral pursuant to (i) the Permitted Additional Secured Indebtedness Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement or Other Intercreditor Agreement, as applicable and (ii) the Secured Other Letters of Credit issued by a Pari Passu Secured Other Letters of Credit Issuer, which Liens shall be subject to the terms and conditions of the Secured Other Letters of Credit Intercreditor Agreement. Each Lender hereby acknowledges that it has received and reviewed the Intercreditor Agreement and agrees to be bound by the terms thereof. Each Lender (and each Person that becomes a Lender under this Agreement after the date hereof) hereby authorizes and directs the Administrative Agent to enter into the Intercreditor Agreement, any Other Intercreditor Agreement and any Secured Other Letters of Credit Intercreditor Agreement, in each case, on behalf of such Lender and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of this such Intercreditor Agreement, Other Intercreditor Agreement or Secured Other Letters of Credit Intercreditor Agreement. In addition, each Lender and the Administrative Agent acknowledge and agree that (a) the rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In , Other Intercreditor Agreement or Secured Other Letters of Credit Intercreditor Agreement, as applicable, and (b) in the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other handconflict, the provisions of the Intercreditor 187 Agreement, Other Intercreditor Agreement shall supersede the provisions or Secured Other Letters of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Credit Intercreditor Agreement, as applicable, shall control. The Administrative Agent is hereby further authorized to enter into Other Intercreditor Agreements and until Secured Other Letters of Credit Intercreditor Agreements consistent with the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements terms of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed Lender agrees to be satisfied if such Loan Party complies with bound by the requirements of the similar provision of the applicable Senior Secured Notes Documentterms thereof.

Intercreditor Agreement. The terms of this Agreement and Notwithstanding anything herein to the other Loan Documents (other than contrary, the Intercreditor Agreement), any Lien Collateral granted to the Collateral Agent pursuant to this Security Agreement or any Loan other Indenture Document and the exercise of any right or remedy of the relative rights and remedies of the Collateral Agent hereunder shall be subject to, and governed by the Agent hereunder are subject to the provisions of terms and conditions of, the Intercreditor AgreementAgreement at any time the Intercreditor Agreement is in effect. In the event of any conflict or inconsistency between the provisions of this Agreement terms and conditions hereof and the Loan Documents (other than the Intercreditor Agreement), on the one hand, terms and conditions of the Intercreditor Agreement, on the other hand, the provisions terms and conditions of the Intercreditor Agreement shall supersede the provisions of this Agreement govern and the Loan Documents (other than control at any time the Intercreditor Agreement)Agreement is in effect. Without limiting the generality of the foregoing, and notwithstanding Notwithstanding anything herein to the contrarycontrary contained in this Security Agreement or the other Indenture Documents, all rights and remedies of the Agent (and the Lender Group) shall be but subject to the terms of the Intercreditor AgreementAgreement in all respects, and until the Discharge of Fixed Asset ABL Obligations (as defined in the Intercreditor Agreement), ): (i) except for express requirements of this Agreement, no Loan Party shall be required any covenant hereunder or under the Indenture requiring (or any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party representation or warranty hereunder or under any other Loan Document with respect the Indenture to the extent it would have the effect of requiring) the delivery and/or arrangement for possession of Collateral that constitutes ABL Priority Collateral or delivery and/or arrangement for control of any Fixed Asset certificated securities that constitute ABL Priority Collateral, Collateral to or with the novation Collateral Agent shall be deemed satisfied or complied with (or in the case of any lien on any certificate of titlerepresentation or warranty, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied true and correct) if such Loan Party complies delivery and/or arrangement for possession of Collateral that constitutes ABL Priority Collateral is made to, or such control of certificated securities is with the requirements ABL Agent pursuant to the ABL Documents (as defined in the Intercreditor Agreement); (ii) any covenant hereunder or under the Indenture requiring (or any representation or warranty hereunder or under the Americas 91413044 49 Indenture to the extent it would have the effect of requiring) the payment or other transfer of Collateral that constitutes ABL Priority Collateral to the Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the ABL Agent; (iii) any covenant hereunder or under the Indenture requiring (or any representation or warranty hereunder or under the Indenture to the extent it would have the effect of requiring) the endorsement of any Collateral that constitutes ABL Priority Collateral or related document to the Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such endorsement shall have been made to the ABL Agent; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes ABL Priority Collateral in trust for the benefit of the similar provision Collateral Agent shall be deemed to have been satisfied to the extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the applicable Senior Secured Notes DocumentABL Agent and the Collateral Agent.

Intercreditor Agreement. The terms of Notwithstanding any provision to the contrary in this Agreement or any Note issued hereunder, this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent all Notes issued hereunder are shall be subject in all respects to the provisions of the Intercreditor Agreement. Each Purchaser and each subsequent Holder hereunder (i) acknowledges that it has received a copy of each of the Intercreditor Agreement; (ii) consents to the payment subordination and subordination of Liens provided for in the Intercreditor Agreement; (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and (iv) authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Purchaser or Holder, as the case may be. Each Purchaser and each subsequent Holder hereunder hereby (i) acknowledges that BONY is acting under the Intercreditor Agreement and the documents referred to therein in multiple capacities and for multiple parties, including the First Lien Note Holders, the Second Lien Note Holders and the Third Lien Note Holders (each as defined in the Intercreditor Agreement) and (ii) waives any conflict of interest, now - 82 - contemplated or arising hereafter, in connection therewith and agrees not to assert against BONY any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. In the event of any conflict or inconsistency between the provisions of this the Intercreditor Agreement and the Loan Documents (other than the Intercreditor this Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentcontrol.

Intercreditor Agreement. The terms Administrative Agent is authorized to enter into the Intercreditor Agreement or any other intercreditor agreement contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of this Agreement or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreements in connection with the incurrence by any Credit Party of any Indebtedness that is secured by the Collateral (to the extent such Indebtedness and security is permitted by the Loan Documents), in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that the Intercreditor Agreement is (and any other Loan Documents intercreditor agreement contemplated hereby (other than if entered into) will be) binding upon them. Each Lender (a) understands, acknowledges and agrees that Liens have been created on the Collateral pursuant to the ABL Facility Documentation and the 2026 Senior Notes Documentation, which Liens are subject to the terms and conditions of the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document (b) hereby agrees that it will be bound by and the exercise of any right or remedy by the Agent hereunder are subject will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement or any other intercreditor agreement contemplated hereby (if entered into) and (c) hereby authorizes and instructs the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of Administrative Agent to enter into the Intercreditor Agreement shall supersede or any other intercreditor agreement contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Indebtedness that is secured by the Collateral (to the extent such Indebtedness and security is permitted by the Loan Documents), in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentthereof.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized by the Lenders and each other Secured Party to, (a) enter into the Agreement Among Lenders and (b) to the extent required by the terms of the Loan Documents, (i) enter into any Intercreditor Agreement contemplated by this Agreement and Agreement, { (including for the other Loan Documents (other than avoidance of doubt, }the Third Amendment Intercreditor Agreement), (ii) enter into any Lien granted Collateral Document, or (iii) make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement, in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the Agent pursuant to any extent such priority is permitted by the Loan Document Documents)), and the exercise parties hereto acknowledge that any Intercreditor Agreement{ (including, for the avoidance of any right doubt, }the Third Amendment Intercreditor Agreement), Collateral Document, consent, filing or remedy other action will be binding upon them. Each Lender and each other Secured Party (a) hereby agrees that it will be bound by the Agent hereunder are subject and will take no actions contrary to the provisions of the Agreement Among Lenders and any Intercreditor Agreement (if entered into; it being understood and agreed that the Third Amendment Intercreditor Agreement will be entered into as of the Third Amendment Effective Date) and (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Agreement Among Lenders and any Intercreditor Agreement ({including, for the avoidance of doubt, }the Third Amendment Intercreditor Agreement. In ) contemplated by this Agreement or Collateral Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the event incurrence by any Loan Party of any inconsistency between Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement, in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. Without limiting the foregoing, each of this Agreement the Lenders and the Loan Documents (each other than the Intercreditor Agreement), on the one hand, Secured Party hereby agrees that it will be bound by and the Intercreditor Agreement, on the other hand, will take no actions contrary to the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.Third

Intercreditor Agreement. The Each Lender party hereto understands, acknowledges and agrees that it is the intention of the parties hereto that each of the ABL Finance Obligations and the Term Finance Obligations are intended to constitute a distinct and separate class from the other, and, as between the Secured Parties, on the one hand, and the Term Finance Parties, on the other hand, it is the intention of the parties that (i) the ABL Finance Obligations (including all post-petition interest with respect thereto) have a first priority security interest in all ABL Priority Collateral and that the Term Finance Obligations (including all post-petition interest with respect thereto) have a second priority security interest in all ABL Priority Collateral, and (ii) the Term Finance Obligations (including all post-petition interest with respect thereto) have a first priority security interest in all Term Priority Collateral and that the ABL Finance Obligations (including all post-petition interest with respect thereto) have a second priority security interest in all Term Priority Collateral. Each Lender further understands, acknowledges and agrees that the provisions setting forth the priorities as between the Term Finance Parties, on the one hand, and the Secured Parties, on the other hand, are set forth in the Intercreditor Agreement. Each Lender agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement. Each Lender authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement on behalf of such Lender and to take all actions (and execute all documents) required (or deemed advisable) by the Administrative Agent or the Collateral Agent in accordance with the terms of the Security Documents and the Intercreditor Agreement. The provisions of this Section 10.20 are not intended to summarize all relevant provisions of the Intercreditor Agreement. Reference must be made to the Intercreditor Agreement itself to understand all terms and conditions thereof. Each Lender is responsible for making its own analysis and review of the Intercreditor Agreement and the terms and provision thereof, and neither the Administrative Agent nor the Collateral Agent or any of their respective affiliates, representatives, advisors, attorneys or other Person makes any representation to any Lender as to the sufficiency or advisability of the provisions contained in the Intercreditor Agreement. Each Lender is further aware that the Administrative Agent and the Collateral Agent are also acting in an agency capacity pursuant to the Term Credit Agreement and the other Loan Term Finance Documents (other than including as such under the Intercreditor Agreement), and each Lender hereby irrevocably waives any Lien granted objection thereto or cause of action arising therefrom. Notwithstanding anything to the Agent pursuant to contrary set forth herein or in any other Loan Document and the exercise of any right or remedy by the Agent hereunder are Document, this Agreement is subject to the terms and provisions of the Intercreditor Agreement. In the event of any an inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede prevail. Each Lender further agrees that it will be bound by, and will take no actions contrary to, the provisions of this Agreement any intercreditor agreement contemplated by Section 7.02(b) and (u) (each, a “Secured Debt Intercreditor Agreement”). Each Lender authorizes and instructs the Administrative Agent and the Loan Documents (other than the Collateral Agent to enter into any Secured Debt Intercreditor Agreement). Without limiting the generality Agreement on behalf of the foregoing, such Lender and notwithstanding anything herein to the contrary, take all rights and remedies of the Agent actions (and execute all documents) required (or deemed advisable) by the Lender Group) shall be subject to Administrative Agent or the Collateral Agent in accordance with the terms of the such Secured Debt Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.

Intercreditor Agreement. The terms Each Person that is secured hereunder, by accepting the benefits of this Agreement the security provided hereby, (i) agrees (or is deemed to agree) that it will be bound by, and the other Loan Documents (other than the Intercreditor Agreement)will take no actions contrary to, any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and (ii) authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Intercreditor AgreementCollateral Trustee on behalf of such Person to enter into, on the other handand perform under, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations as “Second Lien Collateral Agent” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any Parity Lien Secured Party, to add additional Indebtedness as Parity Lien Debt (ito the extent permitted to be incurred and secured by the applicable Parity Lien Documents) except for express requirements and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Parity Lien Debt then outstanding. The foregoing provisions are intended as an inducement to the lenders under the Credit Agreement to extend credit to Vanguard Natural Gas, as the borrower under the Credit Agreement, and such lenders are intended third party beneficiaries of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect provision and the provisions of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect Agreement. Notwithstanding anything to the delivery contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any Fixed Asset Priority Collateralaccount in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Parity Lien Representative, or of agents or bailees of the Parity Lien Representative, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights perfection actions and related deliverables described in this Agreement or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral other Security Documents shall not be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentrequired.

Intercreditor Agreement. The terms of this Agreement This Article 12 and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan provisions of each Security Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Subsidiary Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement. In , as the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one handsame may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Securities, by its acceptance of the Securities (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, on the other hand(b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement shall supersede and (c) authorizes and instructs the provisions Collateral Trustee on behalf of this each Holder to enter into the Intercreditor Agreement and the Loan Documents as Original Second Lien Collateral Trustee (other than as defined in the Intercreditor Agreement). Without limiting the generality ) on behalf of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations such Holders as Second Lien Secured Parties (as defined in the Intercreditor Agreement). In addition, (i) except for express requirements of this each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Intercreditor Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of without the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any PersonHolder or the Trustee, to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding, in each case in respect case, where the Incurrence of any Fixed Asset such secured Indebtedness is permitted by this Indenture. The foregoing provisions are intended as an inducement to the lenders under the Priority Collateral shall be deemed Lien Credit Agreement to be satisfied if such Loan Party complies with extend credit to the requirements Company and certain of the similar provision Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms Each Person that is secured hereunder, by accepting the benefits of this Agreement and the other Loan Documents security provided hereby, (other than i) consents (or is deemed to consent), to the subordination of Liens in favor of the Collateral Trustee as provided for in the Intercreditor Agreement), any Lien granted (ii) agrees (or is deemed to the Agent pursuant to any Loan Document agree) that it will be bound by, and the exercise of any right or remedy by the Agent hereunder are subject to will take no actions contrary to, the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and (iii) authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Intercreditor AgreementCollateral Trustee on behalf of such Person to enter into, on the other handand perform under, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations as “Second Lien Collateral Trustee” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any holder of Parity Lien Debt or the Parity Lien Representatives, to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt (ito the extent permitted to be incurred and secured by the applicable Secured Debt Documents) except for express requirements and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the lenders under the Credit Agreement to extend credit to the Company, as the borrower under the Credit Agreement, and such lenders are intended third party beneficiaries of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect provision and the provisions of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect Agreement. Notwithstanding anything to the delivery contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any Fixed Asset account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority CollateralLien Agent, or of agents or bailees of the Priority Lien Agent, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights perfection actions and related deliverables described in this Agreement or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral other Parity Lien Security Documents shall not be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentrequired.

Intercreditor Agreement. The terms of Notwithstanding anything in this Agreement to the contrary, the lien and the other Loan Documents (other than the Intercreditor Agreement), any Lien security interest granted to the Collateral Agent pursuant to any Loan Indenture Document (including, without limitation, this Agreement) and the exercise of any right or remedy in respect of the Collateral by the Collateral Agent hereunder under this Agreement or under any other Indenture Document are subject to the provisions of the Second Lien Intercreditor Agreement. In the event of any inconsistency conflict between the provisions terms of the Second Lien Intercreditor Agreement, this Agreement and the Loan Documents (any other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other handIndenture Document, the provisions terms of the Second Lien Intercreditor Agreement shall supersede the provisions of this Agreement govern and the Loan Documents (other than the Intercreditor Agreement)control with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein in this Agreement to the contrary, all rights and remedies with respect to the Collateral of the Collateral Agent (and the Lender Group) shall be subject to the terms of the Second Lien Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement)Senior Obligations, (ia) except for express requirements of this Agreement, no Loan Party Grantor shall be required hereunder or under any other Loan Indenture Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan PartyGrantor’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (iib) any obligation of any Loan Party hereunder or Grantor under any other Loan Indenture Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading Collateral or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral Person shall be deemed to be satisfied if such Loan Party the Grantor complies with the requirements of the similar provision of the applicable Senior Secured Notes Document. Until the Discharge of Senior Obligations, the Collateral Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest, whether pursuant to the express terms hereof or of any other Indenture Document or pursuant to the further assurances provisions hereof or any other Indenture Document, to the extent the Credit Agreement Collateral Agent or the applicable Senior Representative shall not have taken or required such Grantor to take similar action, and delivery of any Collateral to the Credit Agreement Collateral Agent or Senior Representative pursuant to the Senior Documents shall satisfy any delivery requirement hereunder or under any other Indenture Document.

Intercreditor Agreement. The terms Notwithstanding anything herein to the contrary, the priority of the Liens granted to Agent in the Collateral pursuant to this Agreement and the other Loan Other Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise exercise, after the occurrence and during the continuance of an Event of Default, of any right or remedy by Agent or any Lender with respect to certain of the Agent Collateral hereunder or under any Other Document are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency direct and irreconcilable conflict between the provisions terms of the Intercreditor Agreement and this Agreement with respect to (a) the priority of Liens granted to Agent in the Collateral pursuant to this Agreement and the Loan Other Documents or (other than b) the rights of Agent or any Lender under this Agreement with respect to certain Collateral after the occurrence and during the continuance of an Event of Default, the terms of the Intercreditor Agreement shall govern and control. Any reference in this Agreement or any Other Document to “first priority lien” or words of similar effect in describing the Liens created hereunder or under any Other Document shall be understood to refer to such priority as set forth in the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, . Nothing in this Section 15.19 shall be construed to provide that any Loan Party is a third party beneficiary of the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than as expressly set forth therein and each Loan Party (x) agrees that, except as expressly otherwise provided in the Intercreditor Agreement). Without limiting , nothing in the generality Intercreditor Agreement is intended or shall impair the obligation of any Loan Party to pay the obligations under this Agreement or any Other Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the foregoingcreditors of any Loan Party, other than Agent and notwithstanding anything herein the Lenders as between themselves and (y) except to the contrary, all rights extent that any exercise of remedies by Agent against Term Loan Priority Collateral is not permitted under the Intercreditor Agreement and remedies such exercise would cause the Loan Parties to be in breach of the terms of the Term Loan Agreement requiring the Loan Parties to deliver possession or control of Term Loan Priority Collateral to Term Loan Agent, if Agent (and the Lender Group) shall be subject to enforce its rights or remedies in violation of the terms of the Intercreditor Agreement, agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance with the terms of this Agreement and until the Discharge Other Documents by Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against Agent or any Lender and agrees to abide by the terms of Fixed Asset Obligations this Agreement and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the Term Loan Termination Date (each term as defined in the Intercreditor Agreement) to the extent that any Loan Party is required to (i) give physical possession over any Term Loan Priority Collateral (as defined in the Intercreditor Agreement)) to Agent under this Agreement or the Other Documents, (i) except for express requirements of this Agreement, no Loan Party such requirement to give possession shall be required hereunder or under any other satisfied if such Collateral is delivered to and held by the Term Loan Document Agent pursuant to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under take any other Loan Document action with respect to the Collateral or any proceeds thereof, including delivery of such Collateral or control of any Fixed Asset Priority Collateralproceeds thereof to Agent, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral such action shall be deemed satisfied to the extent undertaken with respect to the Term Loan Agent. Each of the parties has signed this Agreement as of the day and year first above written. BOOT BARN, INC., a Delaware Corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer BOOT BARN HOLDING CORPORATION a Delaware Corporation By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Treasurer PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Assistant Vice President Commitment Percentage: 100% Commitment Amount: $60,000,000 EXHIBIT 1.2(a) FORM OF COMPLIANCE CERTIFICATE [ , 20 ] TO : PNC BANK, NATIONAL ASSOCIATION, as Agent The undersigned [President] [Chief Financial Officer] [Controller] of Boot Barn Holding Corporation, a Delaware corporation (“Parent Holdco”), solely in such capacity and not in any individual capacity, certifies that, under the terms and conditions of the Second Amended and Restated Revolving Credit and Security Agreement dated as of May 31, 2013, among Boot Barn, Inc., a Delaware corporation (“Borrower”), Parent Holdco, Agent and the lenders from time to time party thereto (as amended, modified and supplemented from time to time, the “Agreement”), (i) the Loan Parties are in complete compliance for the period ending [ ] with all of the below-listed covenants set forth in the Agreement, except as may be satisfied if such noted below, (ii) all representations and warranties of the Loan Parties in the Agreement are true and correct in all material respects on this date (except to the extent they relate to a specified date), except as set forth on Schedule B hereto, (iii) other than as set forth on Schedule C hereto, no Default or Event of Default exists, and (iv) the most recent financial statements provided to Agent include all adjustments necessary for a fair presentation in all material respects of the consolidated financial position and results of operations of Parent Holdco and its Subsidiaries for the period presented. Attached hereto as Schedule A are covenant calculations with respect to Section 6.5 of the Agreement. Attached hereto as Schedule D is each application for the registration of any Patent, Trademark, or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency made by any Loan Party, either itself or through any agent, employee, licensee, or designee, since the delivery of the last Compliance Certificate. Attached hereto as Schedule E is each deposit account or investment account opened or maintained by any Loan Party complies with since the requirements delivery of the similar provision last Compliance Certificate, which deposit accounts and/or investment accounts shall be deemed added to Schedule 4.12(h)(2) to the Agreement for all purposes under the Agreement and the Other Documents. Capitalized terms used in this Certificate which are not defined herein shall have the meanings set forth in the Agreement. Nothing herein limits or modifies any of the applicable Senior Secured Notes Document.terms or provisions of the Agreement. Compliance status is indicated by circling Yes/No under “Complies” column. [Financial Covenant Required Actual Complies

Intercreditor Agreement. The terms of this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement)Each Lender hereby further authorizes Administrative Agent, on behalf of and for the one handbenefit of Lenders, to enter into and to be the agent for and representative of Lenders under the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein each Lender agrees to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to bound by the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), ; provided that Administrative Agent shall not (i) except for express requirements enter into or consent to any material amendment, modification, termination or waiver of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided provision contained in the Intercreditor Agreement and or (ii) release any obligation of any Loan Party hereunder Collateral (except as otherwise expressly permitted or under any other Loan Document with respect required pursuant to the delivery or control terms of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights this Agreement or the obtaining of any consent of any Personapplicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders). Anything contained in respect any of the Credit Documents to the contrary notwithstanding, each Borrower, Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent for the benefit of Lenders in accordance with the terms thereof and of the Intercreditor Agreement, and (2) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any Fixed Asset Priority or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be deemed to be satisfied if such Loan Party complies with entitled, for the requirements purpose of bidding and making settlement or payment of the similar provision purchase price for all or any portion of the applicable Senior Secured Notes DocumentCollateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Intercreditor Agreement. The terms of this Agreement and the other Loan Documents (other than Agent is authorized to enter into the Intercreditor Agreement), any Lien granted and the parties hereto acknowledge that the Intercreditor Agreement is binding upon them. Each Lender and L/C Issuer (a) hereby consents to the Agent pursuant to any Loan Document and subordination of the exercise of any right or remedy Liens on the Notes Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (b) hereby agrees that it will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement , (c) hereby authorizes and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of instructs Agent to enter into the Intercreditor Agreement shall supersede and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, in each case on behalf of this Agreement such Lender or L/C Issuer and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, take all rights and remedies of the Agent actions (and the Lender Groupexecute all documents) shall be subject to required (or deemed advisable) by Agent in accordance with the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement)each case without any further consent, authorization or other action by such Lender, (id) except for express requirements hereby agrees that no Lender or L/C Issuer shall have any right of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take action whatsoever against Agent as a result of any action taken or not taken by Agent pursuant to this Section 8.14 or in respect accordance with the terms of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (iie) any obligation acknowledges that a copy of any Loan Party hereunder the Intercreditor Agreement has been delivered, or under any other Loan Document with respect made available, to such Lender or L/C Issuer. The foregoing provisions are intended as an inducement to the delivery or control Secured Parties to extend credit to the Borrowers and such Secured Parties are intended third-party beneficiaries of any Fixed Asset Priority Collateral, such provisions and the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements provisions of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms of Notwithstanding any provision to the contrary in this Agreement or any Note issued hereunder, this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent all Notes issued hereunder are shall be subject in all respects to the provisions of the Intercreditor Agreement. Each Purchaser and each subsequent Holder hereunder (i) acknowledges that it has received a copy of each of the Intercreditor Agreement; (ii) consents to the payment subordination and subordination of Liens provided for in the Intercreditor Agreement; (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and (iv) authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Purchaser or Holder, as the case may be. Each Purchaser and each subsequent Holder hereunder hereby (i) acknowledges that Wilmington Trust is acting under the Intercreditor Agreement and the documents referred to therein in multiple capacities and for multiple parties, including the First Lien Note Holders, the Second Lien Note Holders and the Third Lien Note Holders (each as defined in the Intercreditor Agreement) and (ii) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against Wilmington Trust any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. In the event of any conflict or inconsistency between the provisions of this the Intercreditor Agreement and the Loan Documents (other than the Intercreditor this Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentcontrol.

Intercreditor Agreement. The terms All rights and obligations of the Collateral Agent under this Agreement and the other Loan Documents (other than shall be subject to the Intercreditor Agreement). Notwithstanding anything to the contrary contained herein, any Lien the Liens and security interests granted to the Collateral Agent pursuant to any Loan Document this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any inconsistency conflict between the terms of the Intercreditor Agreement and this Agreement, such conflict shall be resolved in accordance with Section 8.1 of the Intercreditor Agreement. Any reference in this Agreement to “second priority lien” or words of similar effect in describing the security interests created hereunder shall be understood to refer to such priority as set forth in the Intercreditor Agreement. All representations, warranties and covenants in this Agreement shall be subject to the provisions and qualifications set forth in this Section 1.3. All provisions of this Agreement and the Loan other Credit Documents (other than the Intercreditor Agreementincluding, without limitation, all further assurances provisions, conditions precedent, grants of power of attorney, representations, provisions regarding application of proceeds, warranties, covenants (both affirmative and negative), on the one handdefaults, events of default and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement agreements herein and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Grouptherein) shall be deemed to be modified to the extent necessary to recognize that First Lien Collateral Agent holds a Lien senior and prior to that of the Collateral Agent against the Collateral and it is hereby expressly understood that any covenants of any Grantor contained herein to (a) deliver Collateral to the Collateral Agent, (b) comply with any instruction of the Collateral Agent with respect to the Collateral or (c) take steps to better the quality of perfection of the Collateral Agent in the Collateral shall be expressly subject to the terms of the Intercreditor Agreement, and until it is further understood that the Discharge failure of Fixed Asset Obligations (as defined in any Grantor to comply with the terms and conditions hereof or thereof shall not cause any Default or Event of Default if such compliance would have been inconsistent with the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.

Intercreditor Agreement. The terms Each Person that is secured hereunder, by accepting the benefits of this Agreement the security provided hereby, (i) agrees (or is deemed to agree) that it will be bound by, and the other Loan Documents (other than the Intercreditor Agreement)will take no actions contrary to, any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and (ii) authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Intercreditor AgreementCollateral Trustee on behalf of such Person to enter into, on the other handand perform under, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations as “Second Lien Collateral Agent” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any Parity Lien Secured Party, to add additional Indebtedness as Parity Lien Debt (ito the extent permitted to be incurred and secured by the applicable Parity Lien Documents) except for express requirements and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Parity Lien Debt then outstanding. The foregoing provisions are intended as an inducement to the lenders under the Credit Agreement to extend credit to Vanguard, as the borrower under the Credit Agreement, and such lenders are intended third party beneficiaries of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect provision and the provisions of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect Agreement. Notwithstanding anything to the delivery contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any Fixed Asset Priority Collateralaccount in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Parity Lien Representative, or of agents or bailees of the Parity Lien Representative, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights perfection actions and related deliverables described in this Agreement or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral other Security Documents shall not be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentrequired.

Intercreditor Agreement. The terms of this Agreement Administrative Agent is authorized and the other Loan Documents (other than the Intercreditor Agreement)directed to, any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy extent required by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor AgreementLoan Documents, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), enter into (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Collateral Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation intercreditor agreement contemplated hereunder or shall make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation Indebtedness of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies that is permitted to be secured pursuant to Sections 7.01 and 7.03, in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any intercreditor agreement contemplated hereunder, any Collateral Document, and any consent, filing or other action will be binding upon them. Each of the Lenders (including in its capacities as a Lender, L/C Issuer (if applicable) and a potential Cash Management Bank party to a Secured Cash Management Agreement and/or a potential Hedge Bank party to a Secured Hedge Agreement) (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement contemplated hereunder (if entered into) and (b) hereby authorizes and instructs the Administrative Agent to enter into the any intercreditor agreement contemplated hereunder or Collateral Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the requirements incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.03 of this Agreement, in order to permit such Indebtedness to be secured by a valid, perfected lien on the similar provision of Collateral (with such priority as may be designated by such Loan Party, to the applicable Senior Secured Notes Documentextent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Intercreditor Agreement. The terms of this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement)Each Lender hereby further authorizes Administrative Agent, on behalf of and for the one handbenefit of Lenders, to enter into and to be the agent for and representative of Lenders under the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein each Lender agrees to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to bound by the terms of the Intercreditor Agreement; provided, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), that Administrative Agent shall not (i) except for express requirements enter into or consent to any material amendment, modification, termination or waiver of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided provision contained in the Intercreditor Agreement and or (ii) release any obligation of any Loan Party hereunder Collateral (except as otherwise expressly permitted or under any other Loan Document with respect required pursuant to the delivery or control terms of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights this Agreement or the obtaining of any consent of any Personapplicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders). Anything contained in respect any of the Credit Documents to the contrary notwithstanding, each Borrower, Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent for the benefit of Secured Parties in accordance with the terms thereof and of the Intercreditor Agreement, and (2) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any Fixed Asset Priority or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be deemed to be satisfied if such Loan Party complies with entitled, for the requirements purpose of bidding and making settlement or payment of the similar provision purchase price for all or any portion of the applicable Senior Secured Notes DocumentCollateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized by the Lenders and other Secured Parties to, to the extent required by the terms of the Loan Documents, (i) enter into the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement expressly contemplated by this Agreement and the or any other Loan Documents Document, (ii) enter into any Collateral Document, or (iii) make or consent to any filings or take any other than actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Intercreditor incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement), any Lien granted in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the Agent pursuant to any Loan Document and the exercise of any right or remedy extent such priority is permitted by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor AgreementDocuments), on the one hand), and the Intercreditor Agreementparties hereto acknowledge that any intercreditor agreement, Collateral Document, consent, filing or other action will be binding upon them. Each Lender and other Secured Party (a) understands, acknowledges and agrees that Liens will be created on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein Collateral pursuant to the contrarySecond Lien Facility Documentation, all rights and remedies of the Agent (and the Lender Group) which Liens shall be subject to the terms and conditions of the First Lien/Second Lien Intercreditor Agreement, (b) hereby agrees that it will be bound by and until will take no actions contrary to the Discharge provisions of Fixed Asset Obligations the First Lien/Second Lien Intercreditor Agreement or any other intercreditor agreement (as defined if entered into) and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement expressly contemplated by this Agreement or any other Loan Document or Collateral Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Intercreditor Agreement), (i) except for express requirements incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement, no Loan Party shall in order to permit such Indebtedness to be required hereunder or under any other Loan Document to take any action in respect of secured by a valid, perfected lien on the Fixed Asset Priority Collateral that is inconsistent (with such priority as may be designated by such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect , to the delivery or control of any Fixed Asset Priority Collateralextent such priority is permitted by the Loan Documents)), and to subject the novation of any lien Liens on any certificate of title, xxxx of lading or other document, the giving of any notice Collateral securing the Obligations to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.provisions thereof. 179

Intercreditor Agreement. The terms of this Agreement This Article 11 and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan provisions of each Security Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions terms, conditions and benefits set forth in the Intercreditor Agreement. Each Obligor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement. In , as the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one handsame may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Securities, by its acceptance of the Securities (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, on the other hand(b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement shall supersede and (c) authorizes and instructs the provisions Collateral Trustee on behalf of this each Holder to enter into the Intercreditor Agreement and as the Loan Documents “Original Second Lien Collateral Trustee” (other than as defined in the Intercreditor Agreement). Without limiting the generality ) on behalf of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations such Holders as “Second Lien Secured Parties” (as defined in the Intercreditor Agreement). In addition, (i) except for express requirements of this each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Intercreditor Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of without the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any PersonHolder or the Trustee, to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding, in each case in respect case, where the incurrence of any Fixed Asset such secured Indebtedness is permitted by this Indenture. The foregoing provisions are intended as an inducement to the lenders under the Priority Collateral shall be deemed Lien Credit Agreement to be satisfied if such Loan Party complies with extend credit to the requirements Company and certain of the similar provision Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms of this Agreement This Article 12 and the provisions of each other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Security Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of terms, conditions and benefits set forth in the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement The Issuers and the Loan Documents (other than the Intercreditor Agreement), on the one handeach Guarantor consents to, and the Intercreditor Agreementagrees to be bound by, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and until to perform its obligations thereunder in accordance with the Discharge terms thereof. Each Holder, by its acceptance of Fixed Asset Obligations the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (b) authorizes and instructs the Trustee on behalf of each Holder to enter into the Intercreditor Agreement as “Parity Lien Representative” (as such term is defined in the Intercreditor Agreement) on behalf of such Holders as “Parity Lien Secured Parties” (as such term is defined in the Intercreditor Agreement), and (ic) except for express requirements authorizes the Collateral Agent to enter into the Intercreditor Agreement as “Parity Lien Collateral Agent” (as such term is defined in the Intercreditor Agreement) on behalf of this such Holders as “Parity Lien Secured Parties” (as such term is defined in the Intercreditor Agreement). In addition, no Loan Party shall be required hereunder each Holder authorizes and instructs the Collateral Agent to enter into any amendments or under any other Loan Document joinders to take any action the Intercreditor Agreement in respect accordance with its terms with the consent of the Fixed Asset parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Obligations, Parity Lien Obligations, Junior Lien Obligations and add other parties (or any Secured Debt Representative) holding such Indebtedness thereto and to establish that the Lien on any Collateral that is inconsistent securing such Indebtedness shall rank equally with the Liens on such Loan Party’s obligations under Collateral securing the Senior Secured Notes Documents except if otherwise provided in Priority Lien Debt, Parity Lien Obligations or Junior Lien Obligations, as applicable, then outstanding to the extent permitted by the Indenture, the Intercreditor Agreement and (ii) the other Parity Lien Documents. The Trustee and the Collateral Agent shall be entitled to rely upon an Officers’ Certificate or an Opinion of Counsel certifying that any obligation of any Loan Party hereunder such amendment or joinder is authorized or permitted under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority CollateralIndenture, the novation of any lien on any certificate of title, xxxx of lading or Intercreditor Agreement and the other documentParity Lien Documents. To the extent the Intercreditor Agreement conflicts with the Collateral Agency Agreement, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements terms of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement shall govern.

Intercreditor Agreement. The terms of this Agreement This Article 12 and the provisions of each other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Security Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement. In , as the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one handsame may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Securities, by its acceptance of the Securities (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, on the other hand(b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement shall supersede and (c) authorizes and instructs the provisions Collateral Trustee on behalf of this each Holder of Securities to enter into the Intercreditor Agreement and the Loan Documents as Second Lien Collateral Trustee (other than as defined in the Intercreditor Agreement). Without limiting the generality ) on behalf of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies such Holders of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations Securities as Second Lien Secured Parties (as defined in the Intercreditor Agreement). In addition, (i) except for express requirements each Holder of this Securities authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Intercreditor Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of without the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any PersonHolder or the Trustee, in each case in respect of to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any Fixed Asset Priority authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral shall be deemed to be satisfied if securing such Loan Party complies Indebtedness ranks equally with the requirements Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the 116 lenders under the Credit Agreement to extend credit to the Company and certain of its Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms Receivables Documents, each Lender Agent (for itself and on behalf of this Agreement each Lender) hereby agrees that, upon the sale or other transfer or any purported sale or transfer (including, without limitation, by way of capital contribution) of any Receivable (or interest therein) by the Originator to the Transferor pursuant to the Receivables Purchase Agreement, any Lender Interest of the Lenders or such Lender Agent in such Receivables and all Receivables Assets with respect thereto shall automatically and without further action cease and be forever released and discharged and such Lender Agent and the other Loan Documents (other than the Intercreditor Agreement)Lenders shall have no Lender Interest therein; provided, however, that nothing in this Section 2.01 shall be deemed to constitute a release by any Lien granted to the Lender Agent pursuant to or any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), Lenders of: (i) except any Lender Interest in the proceeds received by AK Steel from the Transferor for express requirements the sale of this AgreementReceivables pursuant to the Receivables Purchase Agreement (including, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of without limitation, cash payments made by the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations Transferor and the Subordinated Note (as the outstanding principal balance under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and Subordinated Note may increase or decrease from time to time)); (ii) any obligation Lender Interest or right of any Loan Party hereunder Lender Agent or any of the Lenders in any interests that AK Steel may acquire from the Transferor or the Purchaser Agent or that AK Steel has in Returned Goods; or (iii) any Lender Interest or right that any of the Lenders or any Lender Agent has in any Unsold Receivables and the proceeds thereof, or (iv) any Lender Interest or right that any Lender Agent or any of the Lenders has in any deposit or other bank account under any other Loan Document with respect Deposit Agreement; provided further, however, that any Lender Interest in such Returned Goods shall be junior and subject and subordinate to the delivery Receivables Interest therein unless and until each of AK Steel and the Transferor shall have made all payments or control adjustments required to be made by it under the Receivables Documents on account of the reduction of the Outstanding Balance of any Fixed Asset Priority CollateralPurchased Receivable related to such Returned Goods. If any goods or merchandise, the novation sale of any lien which has given rise to a Purchased Receivable, are returned to or repossessed by AK Steel, on any certificate behalf of titlethe Transferor, xxxx then, upon payment by AK Steel or the Transferor of lading or other documentall adjustments required on account thereof under the Purchase and Servicing Agreement, the giving Receivables Interest in such Returned Goods shall automatically and without further action cease to exist and be released and extinguished and such Returned Goods shall thereafter not constitute Receivables Assets for purposes of any notice this Agreement unless and until such Returned Goods have been resold so as to any bailee give rise to a Receivable and such Receivable has been sold, contributed, or other Person, otherwise transferred to the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes DocumentTransferor.

Intercreditor Agreement. The terms Each Person that is secured hereunder, by accepting the benefits of this Agreement and the other Loan Documents security provided hereby, (other than i) consents (or is deemed to consent), to the subordination of Liens in favor of the Collateral Trustee as provided for in the Intercreditor Agreement), any Lien granted (ii) agrees (or is deemed to the Agent pursuant to any Loan Document agree) that it will be bound by, and the exercise of any right or remedy by the Agent hereunder are subject to will take no actions contrary to, the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and (iii) authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Intercreditor AgreementCollateral Trustee on behalf of such Person to enter into, on the other handand perform under, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations as “Second Lien Collateral Agent” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any holder of Parity Lien Obligations or the Second Lien Notes Trustee, to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt (i) except for express requirements to the extent permitted to be incurred and secured by the applicable Secured Debt Documents and subject to the provisions of Article 5 of this Agreement) and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Priority Lien Debt, no Loan Party shall be required hereunder Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the lenders under any other Loan Document the Parity Lien Documents to take any action in respect extend credit to the Company, as the borrower under the Parity Lien Debt, and such lenders are intended third party beneficiaries of this provision and the provisions of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect Agreement. Notwithstanding anything to the delivery contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any Fixed Asset account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority CollateralLien Representative, or of agents or bailees of the Priority Lien Representative, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights perfection actions and related deliverables described in this Agreement or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral other Parity Lien Security Documents shall not be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentrequired.

Intercreditor Agreement. The (a) Each Secured Party hereby agrees that the First Lien Administrative Agent and/or First Lien Collateral Agent may enter into any intercreditor agreement and/or subordination agreement or amendment thereof pursuant to, or contemplated by, the terms of this Agreement and the other Loan Documents (other than the Intercreditor Agreement)including with respect to Indebtedness permitted pursuant to Section 6.01, any applicable Liens on Collateral permitted pursuant to Section 6.02 and, in each case, together with the defined terms referenced therein) on its behalf and agrees to be bound by the terms thereof and, in each case, consents and agrees to the appointment of Xxxxxxx Xxxxx (or its affiliated designee, representative, agent or successor) on its behalf as collateral agent, respectively, thereunder. (b) Notwithstanding anything to the contrary in this Agreement or in any other First Lien Loan Document: (a) the Liens granted to the First Lien Collateral Agent in favor of the Secured Parties pursuant to any the First Lien Loan Document Documents and the exercise of any right or remedy by the Agent hereunder are subject related to any Collateral shall be subject, in each case, to the provisions terms of the Customary Intercreditor Agreement. In Agreements then in effect, (b) in the event of any inconsistency conflict between the express terms and provisions of this Agreement and the or any other First Lien Loan Documents (other than the Intercreditor Agreement)Document, on the one hand, and the of any Customary Intercreditor AgreementAgreements then in effect, on the other hand, the terms and provisions of the relevant Customary Intercreditor Agreements shall control, and (c) each Lender authorizes the First Lien Administrative Agent and/or the First Lien Collateral Agent to execute any such Customary Intercreditor Agreement shall supersede the provisions (or amendment thereof) on behalf of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoingsuch Lender, and notwithstanding anything herein such Xxxxxx agrees to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to bound by the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.thereof. SECTION 9.20

Intercreditor Agreement. The terms of this Agreement This Article 13 and the provisions of each other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Security Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement. In , as the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one handsame may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Notes, by its acceptance of the Notes (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, on the other hand(b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement shall supersede and (c) authorizes and instructs the provisions of this Agreement Collateral Trustee (and the Loan Documents Trustee to direct the Collateral Trustee) on behalf of each Holder of Notes to enter into the Intercreditor Agreement as Second Lien Collateral Trustee (other than as defined in the Intercreditor Agreement). Without limiting the generality ) on behalf of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies such Holders of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations Notes as Second Lien Secured Parties (as defined in the Intercreditor Agreement). In addition, (i) except for express requirements each Holder of this Notes authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Intercreditor Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of without the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any PersonHolder or the Trustee, in each case in respect of to add additional Indebtedness as Priority Lien Debt or Parity Lien Debt and add other parties (or any Fixed Asset Priority authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral shall be deemed to be satisfied if securing such Loan Party complies Indebtedness ranks equally with the requirements Liens on such Collateral securing the other Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the lenders under the Credit Agreement to extend credit to the Company and certain of its Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The Notwithstanding any other provision hereof or any other Loan Document, for so long as the Discharge of ABL Priority Obligations shall not have occurred and the Revolving Credit Documents shall require (a) the delivery of possession or control to Revolver Agent of any Pledged Collateral (including, without limitation, any requirement to delivery agreements (other than the Deposit Account Control Agreements required by Section 4.11 of the Loan Agreement) granting control over such Pledged Collateral to Revolver Agent), (b) the granting of a first priority Lien on the Pledged Collateral in favor of the Revolver Agent, (c) any covenant hereunder or thereunder requiring the delivery of possession or control to Agent of such Pledged Collateral (including, without limitation, any requirement to deliver agreements granting control over such Pledged Collateral to Agent), (d) the granting of a first priority Lien on Pledged Collateral in favor of Agent, or (e) the making of any prepayment or any paying over of funds to Agent, in either case as a result of the receipt of any proceeds of Collateral, shall in each case be deemed to have been satisfied if, prior to the Discharge of ABL Priority Obligations, such possession or control (or such agreements granting control) of such Pledged Collateral shall have been delivered to or in favor of Revolver Agent (or its agents or bailees) as provided for in the Intercreditor Agreement, or such first priority Lien on such Pledged Collateral shall have been granted to Revolver Agent and a first priority Lien on such Pledged Collateral shall have been granted to Agent (subject to the terms set forth in the Intercreditor Agreement), or such prepayment or paying over of funds in connection with the collection of proceeds of Collateral shall have been made in accordance with the terms of the Intercreditor Agreement. Except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents (Documents, which as among Pledgor, each other than Obligated Party, Agent, the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document Lenders and the exercise other Secured Parties shall remain in full force and effect; provided that representations and warranties of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and Pledgor contained in the Loan Documents (other than representing or warranting that the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions Lien in favor of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Pledged Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral a first priority Lien shall be deemed to be satisfied if such Loan Party complies with modified mutatis mutandis to take into account the requirements foregoing provisions of the similar provision this Section 8.14. [Remainder of the applicable Senior Secured Notes DocumentPage Intentionally Left Blank.]

Intercreditor Agreement. The terms Notwithstanding anything herein to the contrary, the priority of this Agreement the lien and the other Loan Documents (other than the Intercreditor Agreement), any Lien security interest granted to the Notes Collateral Agent pursuant to any Loan Document the Security Documents or the Pari Passu Payment Lien Documents and the exercise of any right or remedy by the Notes Collateral Agent hereunder and thereunder are subject to the provisions of the that certain Amended and Restated Intercreditor Agreement, dated as of January 12, 2017, by 124 and between: (i) Wilmington Trust, National Association, as Notes Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties (as defined therein) and (ii) RBC Europe Limited, as Credit Facility Collateral Agent (and its successors and assigns), for the benefit of the Credit Facility Lenders (as defined therein) (as may be amended, restated, modified or supplemented or replaced, from time to time in accordance therewith, the “Intercreditor Agreement”). In the event of any inconsistency conflict between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, Agreement and until this Indenture with respect to lien priority or rights and remedies in connection with the Discharge of Fixed Asset Obligations Collateral (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern. Each Holder, by its acceptance of a Note, (ia) except for express requirements acknowledges that it has received a copy of this the form of Intercreditor Agreement, no Loan Party shall be required hereunder or under any other Loan Document (b) consents to take any action in respect the subordination of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise Liens provided for in the Intercreditor Agreement Agreement, (c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, (d) authorizes and instructs the Trustee to enter into the Security Documents it is party to on behalf of such Holder and (iie) any obligation authorizes and instructs the Notes Collateral Agent to enter into the Intercreditor Agreement as the Notes Collateral Agent on behalf of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes DocumentHolder.

Intercreditor Agreement. The terms of this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions By their acceptance of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other handNotes, the provisions of Holders hereby (a) authorize the Trustee to execute and deliver a joinder to the Intercreditor Agreement shall supersede and (b) acknowledge and agree that, following the provisions Trustee’s execution of this Agreement and such joinder, (i) the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoingTrustee will be bound by, and notwithstanding anything herein to act as the contrary, all rights Holders’ trustee and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations Creditor Representative (as defined in the Intercreditor Agreement)) under, the Intercreditor Agreement, (ii) the Notes will constitute Unsecured Convertible Notes (as defined in the Intercreditor Agreement) under and for the purposes of the Intercreditor Agreement, (iii) the liabilities owed by the Company to the Holders under the Notes will constitute Unsecured Convertible Notes Liabilities (as defined in the Intercreditor Agreement) under and for the purposes of the Intercreditor Agreement and (iv) this Indenture will constitute an Unsecured Convertible Notes Document (as defined in the Intercreditor Agreement) under and for the purposes of the Intercreditor Agreement. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee is (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document expressly authorized to take any action in respect of make the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under representations attributed to the Senior Secured Notes Documents except if otherwise provided Trustee in the Intercreditor Agreement and (ii) not responsible for the terms or contents of the Intercreditor Agreement, or for the validity or enforceability thereof, or the sufficiency thereof for any obligation of purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateralaction under, the novation of any lien on any certificate of title, xxxx of lading or other documentIntercreditor Agreement, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral Trustee shall be deemed to be satisfied if such Loan Party complies with the requirements have all of the similar provision rights, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of the applicable Senior Secured Notes DocumentIntercreditor Agreement).

Intercreditor Agreement. The terms of this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Collateral Agent (for the benefit of the Secured Parties) pursuant to any Loan Document this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor AgreementAgreement (if effective). In the event of any inconsistency between the provisions of this Agreement and the Loan Documents Intercreditor Agreement (other than the Intercreditor Agreementif effective), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Lender GroupSecured Parties) shall be subject to the terms of the Intercreditor AgreementAgreement (if effective), and until the Discharge of Fixed Asset ABL Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party Grantor shall be required hereunder or under any other Loan Document to take any action in with respect of the Fixed Asset to ABL Priority Collateral that is inconsistent with such Loan PartyGrantor’s obligations under the Senior Secured Notes applicable ABL Loan Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party Grantor hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral Person shall be deemed to be satisfied if such Loan Party Grantor complies with the requirements of the similar provision of the applicable Senior Secured Notes ABL Loan Document. Until the Discharge of ABL Obligations (as defined in the Intercreditor Agreement), the Collateral Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest in the ABL Priority Collateral, whether pursuant to the express terms hereof or of any other Loan Document or pursuant to the further assurances provisions hereof or any other Loan Document, unless the ABL Collateral Agent (as defined in the Intercreditor Agreement) shall have required such Grantor to take similar action pursuant to the terms of the applicable Loan Documents, and delivery of any ABL Priority Collateral to the ABL Collateral Agent (as defined in the Intercreditor Agreement) pursuant to the applicable ABL Loan Documents and the Intercreditor Agreement shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. The If at any time, pursuant to the terms and conditions of any Major Credit Facility, (a) Subsidiaries of the Company are required to provide a Guaranty of the Company’s Indebtedness under such Major Credit Facility and such Subsidiaries are required to become a Guarantor in respect of this Agreement and the other Loan Documents Notes or (other than b) the Intercreditor Agreement)Company or any of its Subsidiaries are required to grant Liens on any of their assets to secure the Indebtedness evidenced by any Major Credit Facility, any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right Company or remedy such Subsidiaries are required to grant Liens to secure the Indebtedness evidenced by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than Notes, then the Intercreditor Agreement)Company will, on concurrently with the one handexecution thereof or the granting of such Guaranties and/or Liens, cause the lenders under such Major Credit Facility to enter into, and the holders of Notes hereby agree to enter into, an intercreditor agreement in form and substance (including, without limitation, as to the sharing of recoveries and set offs) reasonably satisfactory to the Required Holders (the “Intercreditor Agreement”) with the holders of Notes, on the other hand, the provisions of the or enter inter a joinder agreement to such Intercreditor Agreement shall supersede the provisions of this Agreement in form and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein substance reasonably satisfactory to the contraryRequired Holders (it being acknowledged and agreed that the form of Amended and Restated Intercreditor Agreement being entered into on October 1, all rights 2008 is in form and remedies of the Agent (and the Lender Group) shall be subject substance satisfactory to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document Required Holders with respect to the delivery or control granting of Guaranties). Within ten (10) Business Days following the execution of any Fixed Asset Priority Collateralsuch Intercreditor Agreement (or any joinder thereto), the novation Company shall deliver an executed copy thereof to each holder of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes DocumentNotes.”

Intercreditor Agreement. The terms Lenders acknowledge that the obligations of this Agreement the Borrower and the other Loan Documents Guarantors in respect of the Existing Senior Secured Notes will be secured by Liens on the Shared Collateral on a senior priority basis to the Secured Obligations. In connection with the Borrower’s entry into this Agreement, the Administrative Agent is authorized to enter into the Intercreditor Agreement establishing the relative rights of the Secured Parties and the Existing Senior Secured Notes Secured Parties with respect to the Shared Collateral and certain related matters. The Lenders hereby irrevocably (other than i) consent to such senior priority treatment of Liens to be provided for under the Intercreditor Agreement), (ii) authorize the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of, and without any further consent, authorization or other action by, any Lien granted to Lender, (iii) agree that, upon the Agent pursuant to any Loan Document execution and the exercise of any right or remedy delivery thereof and so long as it is in effect, each Lender will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement, as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (iv) agree that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.17 or in accordance with the terms of the Intercreditor Agreement. In The Lenders hereby further irrevocably authorize the event Administrative Agent to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal or refinancing of the Term Loans, any inconsistency between amendment, restatement, supplement or other modification of the Existing Indenture Documents as are reasonably acceptable to the Administrative Agent, in its sole discretion, to give effect thereto, in each case on behalf of each Lender, and without any further consent, authorization or other action by any Lender. The Administrative Agent shall have the benefit of the provisions of Article IX with respect to all actions referred to in this Agreement Section 10.17 and all actions taken or omitted to be taken by it in accordance with the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions terms of the Intercreditor Agreement shall supersede to the provisions of this Agreement and the full extent thereof. Notwithstanding anything contained herein or in any other Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein Document to the contrary, all rights and remedies any provision hereof or any other Loan Document (a) requiring any Loan Party to deliver possession of any Shared Collateral to the Administrative Agent (and or its representatives, or to cause the Lender Group) Administrative Agent or its representatives to control any Shared Collateral, shall be subject deemed to have been complied with if and for so long as the Existing Collateral Agent shall have such possession or control or (b) requiring any Loan Party to name the Administrative Agent as an additional insured or a lender loss payee under any insurance policy or a beneficiary of any letter of credit, shall have been complied with if any such insurance policy or letter of credit names the Existing Collateral Agent as an additional insured, lender loss payee or beneficiary, as the case may be, in each case pursuant to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined Agreement when in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documenteffect.

Intercreditor Agreement. The terms of this Agreement and Notwithstanding anything herein to the other Loan Documents (other than contrary, the Intercreditor Agreement), any Lien security interest granted to the Agent pursuant to any Loan Document Collateral Agent, for the benefit of the Credit Parties, herein and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Grantor expressly acknowledges and agrees that, notwithstanding the fact that the exercise of certain of the Collateral Agent’s and the other Credit Parties’ rights under this Agreement and the other Loan Documents may be subject to the Intercreditor Agreement, no action taken or not taken by the Collateral Agent or any other Credit Party in accordance with the terms of the Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by the Collateral Agent or any other Credit Party of any rights such Person has with respect to any Grantor under any Loan Document and except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents (Documents, which, as among the other than Grantors, the Intercreditor Agreement)Collateral Agent and the other Credit Parties, shall remain in full force and effect. If and to the extent the ABL Agent is in possession or control of any ABL Priority Collateral, the ABL Agent shall be deemed for all purposes to be holding such ABL Priority Collateral as the representative of and for the benefit of the Collateral Agent, on the one hand, and the Intercreditor Agreement, on the other hand, the provisions behalf of the Intercreditor Agreement shall supersede Credit Parties. So long as the provisions of this Agreement ABL Agent is acting as bailee and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality as agent for perfection on behalf of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Lender Group) shall be subject pursuant to the terms of the Intercreditor Agreementhereof, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder Grantor in this Agreement that requires endorsement or under delivery of any other Loan Document with respect to ABL Priority Collateral to, or the delivery possession or control of any Fixed Asset ABL Priority CollateralCollateral by, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral Agent shall be deemed to be complied with and satisfied if such Loan Party complies with endorsement or delivery of such ABL Priority Collateral is made to, or such possession or control of such ABL Priority Collateral is by, the requirements of the similar provision of the applicable Senior Secured Notes DocumentABL Agent.

Intercreditor Agreement. The terms Lenders and the Issuing Banks acknowledge that the obligations of this the Company under the Term Credit Agreement are (and obligations in respect of any other Permitted Term Indebtedness may in the future be) secured by Liens on assets of the Company and the other Loan Documents Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Lender Parties hereunder and the secured parties under the Term Credit Agreement (or in respect of such other than Permitted Term Indebtedness) will be set forth in the Intercreditor Agreement), any Lien granted . Each Lender and Issuing Bank hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender and Issuing Bank hereby irrevocably (a) consents to the subordination of the Liens on the Term First Priority Collateral securing the Secured Obligations on the terms set forth in the Intercreditor Agreement, (b) authorizes and directs the Administrative Agent pursuant to execute and deliver the Intercreditor Agreement and any Loan Document documents relating thereto, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank, (c) agrees that, upon the exercise of any right execution and delivery thereof, such Lender or remedy Issuing Bank will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement and (d) agrees that no Lender or Issuing Bank shall have any right of action whatsoever against the event Administrative Agent as a result of any inconsistency between action taken by the provisions of Administrative Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section or in accordance with the terms of the Intercreditor Agreement, . Each Lender and until Issuing Bank hereby further irrevocably authorizes and directs the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), Administrative Agent (i) except for express requirements of this Agreement, no Loan Party to take such actions as shall be required hereunder or under any other Loan Document to take any action release Liens on the Collateral in respect accordance with the terms of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any obligation extension, renewal, refinancing or replacement of any Loan Party hereunder or under Secured Obligations and any other Loan Document with respect Permitted Term Indebtedness as are reasonably acceptable to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice Administrative Agent to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank. The Administrative Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of the Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the secured parties under the Term Credit Agreement (or in respect of any Fixed Asset Priority Collateral shall be deemed other Permitted Term Indebtedness) to be satisfied if extend credit to the Company and such Loan Party complies with the requirements secured parties are intended third party beneficiaries of the similar provision of the applicable Senior Secured Notes Documentsuch provisions.

Intercreditor Agreement. (a) The terms Lenders acknowledge that the obligations of this the Loan Parties under the ABL Credit Agreement are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the other Loan Documents (other than secured parties under the ABL Credit Agreement are set forth in the Intercreditor Agreement), any Lien granted . Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (a) consents to the subordination of the Liens on the ABL Priority Collateral securing the Secured Obligations on the terms set forth in the Intercreditor Agreement, (b) authorizes and directs the Administrative Agent pursuant to execute and deliver the Intercreditor Agreement and any Loan Document documents relating thereto, in each case on behalf of such Lender and the exercise of without any right further consent, authorization or remedy other action by such Lender, (c) agrees that such Lender will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement and (d) agrees that no Lender shall have any right of action whatsoever against the event Administrative Agent as a result of any inconsistency between action taken by the provisions of Administrative Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section or in accordance with the terms of the Intercreditor Agreement, . Each Lender hereby further irrevocably authorizes and until directs the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), Administrative Agent (i) except for express requirements of this Agreement, no Loan Party to take such actions as shall be required hereunder or under any other Loan Document to take any action release Liens on the Collateral in respect accordance with the terms of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any obligation extension, renewal, refinancing or replacement of any Loan Party hereunder or under any other Loan Document with respect Secured Obligations and the ABL Credit Agreement as are reasonably acceptable to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice Administrative Agent to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies accordance with the requirements terms of the similar provision Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the secured parties under the ABL Credit Agreement to extend credit to the Borrower and such secured parties are intended third party beneficiaries of the applicable Senior Secured Notes Documentsuch provisions.

Intercreditor Agreement. The terms of this Agreement Lenders acknowledge that the obligations owed by the Credit Parties under the Term Loan Financing Documents may be secured by Lxxxx on the Collateral and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and that the exercise of any right or remedy by certain of the rights and remedies of Agent hereunder are under the Financing Documents may be subject to the provisions of the Intercreditor Agreement. In Each Lender irrevocably (a) consents to the event of any inconsistency between the provisions of this Agreement terms and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the conditions in each Intercreditor Agreement, on the other hand, the provisions of (b) authorizes and directs Agent to execute and deliver the Intercreditor Agreement shall supersede the provisions and any documents relating thereto, in each case, on behalf of this Agreement such Lenders and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, take all rights and remedies of the Agent actions (and the Lender Groupexecute all documents) shall be subject to required (or deemed advisable) by it in accordance with the terms of the Intercreditor Agreement, in each case, and until without any further consent, authorization or other action by such Lxxxxx, (c) agrees that, upon the Discharge execution and delivery thereof, such Lender will be bound by the provisions of Fixed Asset Obligations the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of each Intercreditor Agreement, and (d) agrees that no Lender shall have any right of action whatsoever against Agent as defined a result of any action taken by Agent pursuant to this Section 11.21 or in accordance with the terms of the Intercreditor Agreement). Each Lender hereby further irrevocably authorizes and directs Agent to enter into such amendments, (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder supplements or under any other Loan Document modifications to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement as are approved by Agent and (ii) the Required Lenders; provided, that Agent may execute and deliver such amendments, supplements and modifications thereto as are contemplated by the Intercreditor Agreement in connection with any obligation extension, renewal, refinancing or replacement of this Agreement or any Loan Party hereunder refinancing of the Obligations, in each case, on behalf of such Lender and without any further consent, authorization or under other action by any other Loan Document Lender. Agent shall have the benefit of the provisions of Article 11 with respect to all actions taken by it pursuant to this Section 11.21 or in accordance with the delivery or control terms of any Fixed Asset Priority Collateral, Intercreditor Agreement to the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentfull extent thereof.

Intercreditor Agreement. (a) The Administrative Agent and the Collateral Agent are authorized by the Lenders and other Secured Parties to, to the extent required by the terms of this the Loan Documents, (i) enter into the ABL Intercreditor Agreement, the Term Loan Intercreditor Agreement and any other intercreditor agreement expressly contemplated by this Agreement, (ii) enter into any Collateral Document, or (iii) make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the other Incurrence by any Loan Documents Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement, in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (other than the Intercreditor Agreement)with such priority as may be designated by such Loan Party, any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy extent such priority is permitted by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor AgreementDocuments), on the one hand), and the parties hereto acknowledge that the ABL Intercreditor Agreement, on the other hand, the provisions of the Term Loan Intercreditor Agreement shall supersede any other intercreditor agreement, Collateral Document, consent, filing or other action will be binding upon them. Each Lender and other Secured Party (a) understands, acknowledges and agrees that Liens will be created on Collateral pursuant to the provisions of this Agreement ABL Loan Documents and the Second Lien Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoingDocuments, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) which Liens shall be subject to the terms and conditions of the ABL Intercreditor Agreement and the Term Loan Intercreditor Agreement (as applicable), (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement, the Term Loan Intercreditor Agreement or any other intercreditor agreement (if entered into) and until (c) hereby authorizes and instructs the Discharge of Fixed Asset Obligations (as defined in Administrative Agent and the Collateral Agent to enter into the ABL Intercreditor Agreement), the Term Loan Intercreditor Agreement and any other intercreditor agreement contemplated by this Agreement or Collateral Document (i) except for express requirements and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement, no Loan Party shall in order to permit such Indebtedness to be required hereunder or under any other Loan Document to take any action in respect of secured by a valid, perfected lien on the Fixed Asset Priority Collateral that is inconsistent (with such priority as may be designated by such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect , to the delivery or control of any Fixed Asset Priority Collateralextent such priority is permitted by the Loan Documents)), and to subject the novation of any lien Liens on any certificate of title, xxxx of lading or other document, the giving of any notice Collateral securing the Obligations to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentprovisions thereof.

Intercreditor Agreement. The (a) Each Secured Party hereby agrees that the First Lien Administrative Agent and/or First Lien Collateral Agent may enter into any intercreditor agreement and/or subordination agreement or amendment thereof pursuant to, or contemplated by, the terms of this Agreement and the other Loan Documents (other than the Intercreditor Agreement)including with respect to Indebtedness permitted pursuant to Section 6.01, any applicable Liens on Collateral permitted pursuant to Section 6.02 and, in each case, together with the defined terms referenced therein) on its behalf and agrees to be bound by the terms thereof and, in each case, consents and agrees to the appointment of Xxxxxxx Xxxxx (or its affiliated designee, representative, agent or successor) on its behalf as collateral agent, respectively, thereunder. (b) Notwithstanding anything to the contrary in this Agreement or in any other First Lien Loan Document: (a) the Liens granted to the First Lien Collateral Agent in favor of the Secured Parties pursuant to any the First Lien Loan Document Documents and the exercise of any right or remedy by the Agent hereunder are subject related to any Collateral shall be subject, in each case, to the provisions terms of the Customary Intercreditor Agreement. In Agreements then in effect, (b) in the event of any inconsistency conflict between the express terms and provisions of this Agreement and the or any other First Lien Loan Documents (other than the Intercreditor Agreement)Document, on the one hand, and the of any Customary Intercreditor AgreementAgreements then in effect, on the other hand, the terms and provisions of the relevant Customary Intercreditor Agreements shall control, and (c) each Lender authorizes the First Lien Administrative Agent and/or the First Lien Collateral Agent to execute any such Customary Intercreditor Agreement shall supersede the provisions (or amendment thereof) on behalf of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoingsuch Lender, and notwithstanding anything herein such Xxxxxx agrees to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to bound by the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.thereof. -153-

Intercreditor Agreement. The terms of this Agent and Mortgage Agent are parties to the Intercreditor Agreement memorializing their relative rights and obligations with respect to the Loan and the other Loan Documents (other than Mortgage Loan, Borrower, Mortgage Borrower, the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document Properties and the exercise Collateral. Borrower hereby acknowledges and agrees that (i) such Intercreditor Agreement is intended solely for the benefit of Agent and Mortgage Agent and (ii) Borrower and Mortgage Borrower are not intended third-party beneficiaries of any right or remedy by the Agent hereunder are subject to of the provisions therein and shall not be entitled to rely on any of the provisions contained therein. Agent and Mortgage Agent shall have no obligation to disclose to Borrower the contents of the Intercreditor Agreement. Borrower’s obligations hereunder are independent of such Intercreditor Agreement and remain unmodified by the terms and provisions thereof. In the event that (i) the Mortgage Loan is in default (or the receipt by Agent from Borrower of a payment would cause the Mortgage Loan to be in default or would be in breach of any inconsistency intercreditor agreement between the provisions of this Agreement Agent and the Loan Documents (other than the Intercreditor AgreementMortgage Agent), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the ii) Agent (and the Lender Group) shall be subject is required pursuant to the terms of any intercreditor agreement between Agent and Mortgage Agent to pay over to Mortgage Agent any payment or distribution of assets received from Borrower, whether in cash, property or securities which is applied to the Intercreditor AgreementDebt, including any proceeds of the Property or any other collateral for the Debt previously received by Agent on account of the Loan, (iii) Agent has actually paid over such amounts to Mortgage Agent and such amounts were applied to the Mortgage Loan, and until (iv) Agent has not received such amounts in return from Borrower, then Borrower agrees to indemnify Agent for any amounts so paid, and any amount so paid shall continue to be owing pursuant to the Discharge of Fixed Asset Obligations (Loan Documents as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect part of the Fixed Asset Priority Collateral that is inconsistent with Debt notwithstanding the prior receipt of such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentpayment by Agent.

Intercreditor Agreement. The terms In connection with and on or before the closing date of this Agreement and the other Loan Documents any Drop Down Disposition of a Drop Down OpCo that owns Mortgaged Properties (other than the Intercreditor Agreementany Drop Down Disposition that results in such Drop Down OpCo ceasing to be a Guarantor in accordance with Section 2.06(e)), any Lien granted the parties thereto shall have executed and delivered an Intercreditor Agreement in form and substance satisfactory to the Administrative Agent in its sole discretion; provided, that such Intercreditor Agreement will (a) provide that, as among the parties thereto, the Liens on the Mortgaged Properties of such Drop Down OpCo pursuant to any Loan Document and the exercise Security Instruments will be of any right or remedy by the Agent hereunder are subject equal priority to the provisions Permitted Midstream MLP Credit Facility Liens on such Mortgaged Properties, (b) provide that any proceeds of the Intercreditor Agreement. In the such Mortgaged Properties received by any secured party following any event of default or any inconsistency between enforcement action shall be allocated among the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement)Secured Parties, on the one hand, and the Intercreditor Agreementsecured parties with respect to obligations owing under the Midstream MLP Credit Facility, on the other hand, in accordance with the provisions respective direct ownership percentages of Equity Interests in the applicable Drop Down OpCo of obligors under such credit facilities (for example, and for the avoidance of doubt, the percentage allocation of such proceeds to the Secured Parties with respect to any Mortgaged Properties of any Drop Down OpCo shall equal the Drop Down OpCo Ownership Percentage with respect to such Drop Down OpCo at the time such event of default or enforcement action occurs), and (c) contain other customary terms and conditions acceptable to the Administrative Agent. The Lenders hereby authorize the Administrative Agent to enter into any such Intercreditor Agreement as described in the immediately preceding sentence with respect to the Permitted Midstream MLP Credit Facility Liens. Each Lender (by receiving the benefits thereunder and of the Collateral pledged pursuant to the Security Instruments) agrees that the terms of the Intercreditor Agreement shall supersede the provisions of this Agreement be binding on such Lender and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoingits successors and assigns, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentit were a party thereto.

Intercreditor Agreement. The terms of this This Agreement and the other Loan Credit Documents (other than are subject to the terms and conditions set forth in the Intercreditor Agreement in all respects and, in the event of any conflict between the terms of the Intercreditor Agreement and this Agreement), any the terms of the Intercreditor Agreement shall govern. Notwithstanding anything herein to the contrary, the Lien and security interest granted to the Collateral Agent pursuant to any Loan Credit Document and the exercise of any right or remedy in respect of the Collateral by the Collateral Agent (or any Secured Creditor) hereunder or under any other Credit Document are subject to the provisions of the Intercreditor Agreement. In Agreement and in the event of any inconsistency conflict between the provisions terms of this the Intercreditor Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other handany Credit Document, the provisions terms of the Intercreditor Agreement shall supersede govern and control with respect to the provisions exercise of this Agreement and the Loan Documents (other than the Intercreditor Agreement)any such right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) no Credit Party shall be subject required hereunder or under any Credit Document to take any action with respect to the terms of Collateral that is inconsistent with such Credit Parties’ obligations under the Intercreditor Agreement, and until . Prior to the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements the delivery or granting of this “control” (as defined in the UCC) to the extent only one Person can be granted “control” therein under applicable law of any Fixed Asset Collateral (as defined in the Intercreditor Agreement) to the collateral agent under the First Lien Term Loan Credit Agreement or to the collateral agent under the Second Lien Term Loan Credit Agreement, no Loan Party as applicable, pursuant to the terms of the Fixed Asset Collateral Documents (as defined in the Intercreditor Agreement) shall be required satisfy any such delivery or granting of “control” requirement hereunder or under any other Loan Credit Document with respect to take any action in respect of the Fixed Asset Priority Collateral to the extent that such delivery or granting of “control” is inconsistent consistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in terms of the Intercreditor Agreement and (ii) any obligation the possession of any Fixed Asset Collateral by the collateral agent under the First Lien Term Loan Party Credit Agreement or by collateral agent under the Second Lien Term Loan Credit Agreement, as applicable, pursuant to the terms of the Fixed Asset Collateral Documents shall satisfy any such possession requirement hereunder or under any other Loan Credit Document with respect to the delivery or control of any Fixed Asset Priority Collateral, Collateral to the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if extent that such Loan Party complies possession is consistent with the requirements terms of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. Each of the Issuing Bank and the Lenders (on behalf of themselves and their Affiliates) hereby authorize and direct the Administrative Agent to enter into, to the extent contemplated to be entered into pursuant to the Credit Agreement, any Intercreditor Agreement on behalf of the Secured Parties and without any further consent, authorization or other action by such Secured Party so long as the form of such Intercreditor Agreement has been approved by the Majority Lenders in accordance with the definition of “Intercreditor Agreement”. The Administrative Agent shall have the benefit of the provisions of Article XI of the Credit Agreement with respect to all actions taken by it pursuant to this Section 11.13 or in accordance with the terms of this any Intercreditor Agreement to the full extent thereof. In addition, each of the Issuing Bank and the Lenders (on behalf of themselves and their Affiliates) constituting at least the Majority Lenders hereby authorize the Administrative Agent or any such successor (i) to execute or to enter into amendments of or supplements to, amendments and restatements of, waivers or other modifications of the Security Instruments, any Intercreditor Agreement and any additional or replacement intercreditor agreements, in each case, in order to effect the other Loan Documents (other than the Intercreditor Agreement)subordination of, and to provide for certain additional rights, obligations and limitations in respect of, any Lien granted Liens that are junior to the Agent Liens securing the Indebtedness and incurred as permitted by the Credit Agreement, (ii) to establish certain relative rights as between the holders of the Indebtedness and the holders of the Debt secured by such Liens that are junior to the Liens securing the Indebtedness and (iii) any amendments, supplements or other modifications of any Security Instrument to add or remove any legend that may be required pursuant to any Loan Document Intercreditor Agreement. Each of the Issuing Bank and the exercise Lenders (on behalf of themselves and their Affiliates) constituting at least the Majority Lenders hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any right or remedy by the Agent hereunder are subject Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on (iii) agrees that no Secured Party shall have any right of action whatsoever against the other hand, Administrative Agent as a result of any action taken by the provisions of the Intercreditor Agreement shall supersede the provisions of Administrative Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section or in accordance with the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (iiiv) any obligation authorizes and directs the Administrative Agent to carry out the provisions and intent of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms of this Agreement Lenders and the Issuing Banks acknowledge that the obligations of the U.S. Borrower under the Term Credit Agreement are secured by Liens on assets of the U.S. Borrowers that constitute Collateral and that the relative Lien priority and other Loan Documents (other than creditor rights of the Lender Parties hereunder and the secured parties under the Term Credit Agreement will be set forth in the Intercreditor Agreement), any Lien granted . Each Lender and Issuing Bank hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender and Issuing Bank hereby irrevocably (a) consents to the subordination of the Liens on the Term Priority Collateral securing the Secured Obligations on the terms set forth in the Intercreditor Agreement, (b) authorizes and directs the Administrative Agent pursuant to execute and deliver the Intercreditor Agreement and any Loan Document documents relating thereto, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank, (c) agrees that, upon the exercise of any right execution and delivery thereof, such Lender or remedy Issuing Bank will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement and (d) agrees that no Lender or Issuing Bank shall have any right of action whatsoever against the event Administrative Agent as a result of any inconsistency between action taken by the provisions of Administrative Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section or in accordance with the terms of the Intercreditor Agreement, . Each Lender and until Issuing Bank hereby further irrevocably authorizes and directs the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), Administrative Agent (i) except for express requirements of this Agreement, no Loan Party to take such actions as shall be required hereunder or under any other Loan Document to take any action release Liens on the Collateral in respect accordance with the terms of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any obligation extension, renewal, refinancing or replacement of any Loan Party hereunder Secured Obligations or under any other Loan Document with respect the Term Credit Agreement as are reasonably acceptable to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice Administrative Agent to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank. The Administrative Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies accordance with the requirements terms of the similar provision Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the secured parties under the Term Credit Agreement to extend credit to the U.S. Borrowers and such secured parties are intended third party beneficiaries of the applicable Senior Secured Notes Documentsuch provisions.

Intercreditor Agreement. The terms Each Person that is secured hereunder, by accepting the benefits of this Agreement and the other Loan Documents security provided hereby, (other than i) consents (or is deemed to consent), to the subordination of Liens in favor of the Collateral Trustee as provided for in the Intercreditor Agreement), any Lien granted (ii) agrees (or is deemed to the Agent pursuant to any Loan Document agree) that it will be bound by, and the exercise of any right or remedy by the Agent hereunder are subject to will take no actions contrary to, the provisions of the Intercreditor Agreement. In , (iii) authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the event Collateral Trustee on behalf of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one handsuch Person to enter into, and the Intercreditor Agreementperform under, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations as “Subordinated Collateral Trustee” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Debt or Parity Lien Debt (ito the extent permitted to be incurred and secured by the applicable Secured Debt Documents) except for express requirements and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the lenders under the Priority Credit Agreement to extend credit to the Company, as the borrower under the Priority Credit Agreement, and such lenders are intended third party beneficiaries of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect provision and the provisions of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect Agreement. Notwithstanding anything to the delivery contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any Fixed Asset account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority CollateralLien Representative, or of agents or bailees of the Priority Lien Representative, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights perfection actions and related deliverables described in this Agreement or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral other Parity Lien Security Documents shall not be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentrequired.

Intercreditor Agreement. (a) The terms Lenders acknowledge that the obligations of this the Loan Parties under the ABL Credit Agreement are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the other Loan Documents (other than secured parties under the ABL Credit Agreement are set forth in the Intercreditor Agreement), any Lien granted . Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Priority Collateral securing the Finance Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs each applicable Agent pursuant to execute and deliver the Intercreditor Agreement and any Loan Document documents relating thereto, in each case on behalf of such Lender and the exercise of without any right further consent, authorization or remedy other action by such Lender, (iii) agrees that such Lender will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In the event Agreement and (iv) agrees that no Lender shall have any right of action whatsoever against any applicable Agent as a result of any inconsistency between the provisions of action taken by such Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section or in accordance with the terms of the Intercreditor Agreement, . Each Lender hereby further irrevocably authorizes and until directs the Discharge of Fixed Asset Obligations applicable Agent (1) to take such actions as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action release Liens on the Collateral in respect accordance with the terms of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii2) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any obligation extension, renewal, refinancing or replacement of any Loan Party hereunder or under any other Loan Document with respect Finance Obligations and the ABL Credit Agreement as are reasonably acceptable to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice applicable Agent to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case on behalf of such Xxxxxx and without any further consent, authorization or other action by such Xxxxxx. The applicable Agents shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this 130 Section or in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies accordance with the requirements terms of the similar provision Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the secured parties under the ABL Credit Agreement to extend credit to the Borrower and such secured parties are intended third-party beneficiaries of the applicable Senior Secured Notes Documentsuch provisions.

Intercreditor Agreement. The terms of this Agreement Notwithstanding anything herein to the contrary, the Liens and the other Loan Documents (other than the Intercreditor Agreement), any Lien security interests granted to the Collateral Agent pursuant to any Loan Document this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions terms of the Intercreditor Agreement. In the event of any inconsistency conflict between the provisions terms of this the Intercreditor Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor terms of this Agreement, on the other hand, the provisions terms of the Intercreditor Agreement shall supersede the provisions of this Agreement govern and the Loan Documents (other than the Intercreditor Agreement)control. Without limiting the generality of the foregoing, and notwithstanding Notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject prior to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement)Credit Agreement Obligations, (i) except for express all requirements of any Pledgor pursuant to this AgreementAgreement to endorse, no Loan Party shall be required hereunder assign, transfer or under otherwise deliver any other Loan Document to take any action in respect of the Fixed Asset Priority Pledged Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral Agent shall be deemed satisfied by endorsement, assignment or delivery of such Pledged Collateral to the Administrative Agent pursuant to the Credit Agreement Documents. Any endorsement, assignment, transfer or delivery to or Control by the Administrative Agent shall be satisfied if such Loan Party complies with deemed an endorsement, assignment, transfer or delivery to or Control by the requirements of the similar provision of the applicable Senior Secured Notes DocumentCollateral Agent for all purposes hereunder. THIS SECURITY AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT DATED AS OF MAY 7, 2010 (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME), AMONG C.P. ATLAS ACQUISITION CORP. (TO BE MERGED WITH AND INTO AMERICAN RENAL HOLDINGS INC.), THE GRANTORS PARTY THERETO, BANK OF AMERICA, N.A., AS CREDIT AGREEMENT ADMINISTRATIVE AGENT, WILMINGTON TRUST FSB, AS SENIOR SECURED NOTES COLLATERAL AGENT AND EACH ADDITIONAL NOTES COLLATERAL AGENT FROM TIME TO TIME PARTY THERETO.

Intercreditor Agreement. The terms of this Agreement This ARTICLE 12 and the provisions of each other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Security Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement. In , as the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one handsame may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Notes, by its acceptance of the Notes (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, on the other hand(b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement shall supersede and (c) authorizes and instructs the provisions Collateral Trustee on behalf of this each Holder to enter into the Intercreditor Agreement and the Loan Documents as Second Lien Collateral Trustee (other than as defined in the Intercreditor Agreement). Without limiting the generality ) on behalf of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations such Holders as Second Lien Secured Parties (as defined in the Intercreditor Agreement). In addition, (i) except for express requirements of this each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Intercreditor Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of without the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any PersonHolder or the Trustee, in each case in respect of to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any Fixed Asset Priority authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral shall be deemed to be satisfied if securing such Loan Party complies Indebtedness ranks equally with the requirements Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the lenders under the Linn Credit Agreement to extend credit to the Company and certain of its Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms of this Agreement and the other Loan Documents (other than Collateral Agent is authorized to enter into the Intercreditor Agreement), any Lien granted and the parties hereto acknowledge that the Intercreditor Agreement is binding upon them. Each Lender (a) hereby consents to the Agent pursuant to any Loan Document and subordination of the exercise of any right or remedy Liens on the Revolver Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (b) hereby agrees that it will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In , (c) hereby authorizes and instructs the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of Collateral Agent to enter into the Intercreditor Agreement shall supersede and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, in each case on behalf of this Agreement such Lender and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, take all rights and remedies of the Agent actions (and execute all documents) required (or deemed advisable) by the Lender Group) shall be subject to Collateral Agent in accordance with the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement)each case without any further consent, authorization or other action by such Lender, (id) except for express requirements hereby agrees that no Lender shall have any right of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take action whatsoever against the Collateral Agent as a result of any action taken or not taken by the Collateral Agent pursuant to this Section 9.11 or in respect accordance with the terms of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (iie) any obligation acknowledges that a copy of any Loan Party hereunder the Intercreditor Agreement has been delivered, or under any other Loan Document with respect made available, to such Lender. The foregoing provisions are intended as an inducement to the delivery or control Secured Parties to extend credit to the Borrower and such Secured Parties are intended third-party beneficiaries of any Fixed Asset Priority Collateral, such provisions and the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements provisions of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms of this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions following is a description of the Intercreditor Agreement. In Agreement relating to the event of any inconsistency between the provisions of this Agreement ABL Collateral and the Loan Documents (relative rights, privileges and obligations with respect to the ABL Secured Parties on the one hand, and the Noteholder Secured Parties on the other than hand. The Intercreditor Agreement will also contain provisions with respect to the Intercreditor Agreement)Notes Collateral and the relative rights, privileges and obligations relating thereto as among the First Lien Notes Secured Parties on the one hand and the ABL Secured Parties and Convertible Notes Secured Parties on the other hand. The relative rights, privileges and obligations with respect to the Notes Collateral of the First Lien Notes Secured Parties, on the one hand, and the ABL Secured Parties and Convertible Notes Secured Parties, on the other, shall be substantially identical to the relative rights, privileges and obligations provided for under the ABL Intercreditor Agreement with respect to the ABL Collateral of the ABL Secured Parties, on the one hand, and the Noteholder Secured Parties on the other. On or prior to the Issue Date, the Co-Issuers, the Guarantors, the First Lien Notes Collateral Agent, the Bank Collateral Agent and the Collateral Agent will enter into the Intercreditor Agreement. Although the holders of First Lien Notes, the holders of Lenders Debt, the Holders of the Convertible Notes and the holders of Management Notes are not party to the Intercreditor Agreement, on by their acceptance of the First Lien Notes, Lenders Debt, Convertible Notes and Management Notes, respectively, they will each agree to be bound thereby. The Indenture will provide that the Intercreditor Agreement may be amended from time to time without the consent of the holders of First Lien Notes, the holders of Lenders Debt, the Holders of the Convertible Notes or the holders of Management Notes to add other handparties holding Other First Lien Note Obligations, Junior Lien Obligations or holders of future Third Lien Indebtedness in each case to the extent permitted to be incurred under the Indenture and other applicable agreements. See “—Amendment, Supplement and Waiver.” The aggregate amount of the obligations secured by the ABL Collateral may, subject to the limitations set forth in the Indenture, be increased. A portion of the obligations secured by the ABL Collateral consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and such obligations may, subject to the limitations set forth in the Indenture, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the subordination of the Liens in favor of the Noteholder Secured Parties (relative to those of the ABL Secured Parties) or the provisions of the Intercreditor Agreement shall supersede defining the provisions relative rights of this Agreement and the Loan Documents (other than parties thereto. The Lien priorities provided for in the Intercreditor Agreement)Agreement shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the obligations secured by the ABL Collateral or the obligations secured by the Notes Collateral, by the release of any Collateral or of any guarantees securing any secured obligations or by any action that any representative or secured party may take or fail to take in respect of any Collateral. Without limiting the generality Control of the foregoing, and notwithstanding anything herein Enforcement With Respect to the contrary, all rights ABL Collateral and remedies Application of the Agent (and the Lender Group) shall be subject Proceeds of ABL Collateral Pursuant to the terms of the Intercreditor AgreementAgreement (i) prior to the Discharge of the ABL Obligations, the Bank Collateral Agent and (ii) following the Discharge of the ABL Obligations and prior to the Discharge of First Lien Note Obligations, the First Lien Notes Collateral Agent will have the exclusive right to control the time and method by which the security interests in the ABL Collateral will be enforced, including, without limitation, following the occurrence of an Event of Default under the Indenture. Prior to the Discharge of Prior Secured Obligations, the Collateral Agent will not be permitted to enforce the security interests in the ABL Collateral even if any Event of Default under the Indenture has occurred and the Convertible Notes have been accelerated except (a) in any insolvency or liquidation proceeding, solely as necessary to file a proof of claim or statement of interest with respect to the Third Lien Obligations, as applicable, or (b) certain protective actions in order to prove, preserve, perfect or protect (but not enforce) its security interest and rights in, and the perfection and priority of its Lien on, the ABL Collateral. Any proceeds from any ABL Collateral received in any insolvency or liquidation proceeding or pursuant to any enforcement of remedies against the ABL Collateral will be applied to repay the Prior Secured Obligations in full (including any post-petition interest thereon) until the Discharge of Fixed Asset Prior Secured Obligations has occurred prior to being applied to the repayment of any Obligations owing to the Convertible Notes Secured Parties. After the Discharge of Prior Secured Obligations, the Collateral Agent will distribute all cash proceeds (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect after payment of the Fixed Asset Priority costs of enforcement and collateral administration, including any amounts owed to the Trustee in its capacity as Trustee or Collateral that is inconsistent with such Loan Party’s obligations Agent) of the ABL Collateral received by it under the Senior Security Documents for the ratable benefit of the holders of the Third Lien Obligations. The proceeds from the sale of any ABL Collateral remaining after the satisfaction of all Prior Secured Notes Documents except if otherwise provided in Obligations may not be sufficient to satisfy the Obligations under the Indenture and Convertible Notes. The Intercreditor Agreement will have similar provisions regarding the Collateral Agent’s rights relative to those of the Bank Collateral Agent and (ii) any obligation of any Loan Party hereunder or under any other Loan Document First Lien Notes Collateral Agent with respect to the delivery or control of any Fixed Asset Priority Notes Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.

Intercreditor Agreement. The terms of this Agreement Notwithstanding anything herein to the contrary, the lien and the other Loan Documents (other than the Intercreditor Agreement), any Lien security interest granted to the Agent pursuant to any Loan Document this Agreement and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of May 8, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among WILMINGTON SAVINGS FUND SOCIETY, FSB, as First Lien Collateral Agent, HCR KARYOPHARM SPV, LLC, as Royalty Collateral Agent and certain other persons party or that may become party thereto from time to time. In the event of any inconsistency conflict between the provisions terms of this the Intercreditor Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor this Agreement, on the other hand, the provisions terms of the Intercreditor Agreement shall supersede the provisions of govern and control. Notwithstanding anything in this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject prior to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset First Lien Secured Obligations (as defined in the Intercreditor Agreement), any requirements hereunder to deliver any certificates representing securities, Equity Interests or any other possessory Collateral constituting Pledged Collateral (ias defined in the Intercreditor Agreement) except for express requirements of this Agreement, no Loan Party to the Agent shall be required hereunder or under any other Loan Document deemed satisfied by the delivery of such Collateral to take any action the First Lien Collateral Agent (as defined in respect the Intercreditor Agreement), as subagent for the Agent pursuant to Section 5.5 of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of requirements hereunder to any Loan Party hereunder or under any other Loan Document with respect maintain Securities Entitlements, Securities Accounts, Commodities Accounts and Deposit Accounts to the delivery or control (within the meaning of any Fixed Asset Priority Collateral, Section 9-104 of the novation UCC) of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral Agent shall be deemed satisfied by the granting of such control to be satisfied if such Loan Party complies with the requirements First Lien Collateral Agent as gratuitous agent pursuant to Section 5.5 of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms Each Lender hereunder (and by its acceptance of this the benefits of the Loan Documents, each other Secured Party) authorizes and instructs Administrative Agent to enter into any Acceptable Intercreditor Agreement and acknowledges (or is deemed to acknowledge) that the other Loan Documents (other than the forms of an Acceptable Intercreditor Agreement)Agreement attached hereto as Exhibits D-1 and D-2 were delivered, any Lien granted or made available, to the Agent pursuant to any Loan Document such Lender. Each Lender hereby acknowledges that it has received and the exercise reviewed such forms of any right or remedy by the Agent hereunder are subject to the provisions of the an Acceptable Intercreditor Agreement. In Each of the event of Secured Parties agrees to be bound by any inconsistency between the provisions of Acceptable Intercreditor Agreement. Any reference in this Agreement and or any other Loan Document to “first priority lien” “or second priority” or words of similar effect in describing the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required Liens created hereunder or under any other Loan Document shall be understood to take refer to such priority as set forth in any action applicable Acceptable Intercreditor Agreement. Except to the extent set forth in respect any Acceptable Intercreditor Agreement, nothing in this Section 9.21 shall be construed to provide that any Loan Party is a third party beneficiary of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided provisions of any Acceptable Intercreditor Agreement or may assert any rights, defenses or claims on account of any Acceptable Intercreditor Agreement or this Section 9.21 (other than as set forth in the last sentence hereof), and each Loan Party agrees that nothing in any Acceptable Intercreditor Agreement and (ii) any is intended or shall impair the obligation of any Loan Party hereunder to pay the obligations under this Agreement, or under any other Loan Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors with respect to any Loan Party or except as expressly otherwise provided in any Acceptable Intercreditor Agreement as to a Loan Party’s obligations, such Loan Party’s properties. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, after the incurrence of any Fixed Asset Facility Obligations and prior to the payment in full of the Fixed Asset Facility Obligations to the extent that any Loan Party is required to (i) give physical possession over any Collateral constituting Fixed Assets to Administrative Agent under this Agreement or the other Loan Documents, such requirement to give possession shall be satisfied if such Fixed Assets are delivered to and held by the Fixed Asset Facility Collateral Agent pursuant to the applicable Acceptable Intercreditor Agreement. and (ii) take any other action with respect to the Collateral constituting Fixed Assets or any proceeds thereof (that under applicable law can be taken only for the benefit of one secured party), including delivery of such Fixed Assets or control of any Fixed Asset Priority Collateralproceeds thereof to Administrative Agent, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral such action shall be deemed satisfied to be satisfied if such Loan Party complies the extent undertaken with respect to the requirements of the similar provision of the applicable Senior Secured Notes DocumentFixed Asset Facility Collateral Agent.

Intercreditor Agreement. The terms Each Lender hereunder authorizes and instructs Agent to enter into the Intercreditor Agreement and acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Lender. Each Lender hereby acknowledges that it has received and reviewed each Intercreditor Agreement. Each of the Lenders agrees to be bound by each Intercreditor Agreement. Nothing in this Section 14.27 shall be construed to provide that any Obligor is a third party beneficiary of the provisions of each Intercreditor Agreement or may assert any rights, defenses or claims on account of such Intercreditor Agreement or this Section 14.27 (other than as set forth in the last sentence hereof), and each Obligor agrees that nothing in any Intercreditor Agreement is intended or shall impair the obligation of any Obligor to pay the obligations under this Agreement, or any other Loan Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors with respect to any Obligor or except as expressly otherwise provided in the applicable Intercreditor Agreement as to a Obligor’s obligations, such Obligor’s properties. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the payment in full of the Senior Obligations, any covenant hereunder or under any other Loan Document requiring (or any representation or warranty hereunder to the extent that it would have the effect of requiring) any Obligor to deliver possession or control of any Collateral to Lender under this Agreement and or the other Loan Documents Documents, may be satisfied (other than or in the Intercreditor Agreement)case of any representation or warranty, any Lien granted shall be deemed to the Agent be true) if possession or control over such Collateral is delivered to and held by either Senior Lender pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (a) any reference in this Agreement or any other Loan Document to “first priority lien” or words of similar effect in describing the Liens created hereunder or under any other Loan Document shall be understood to refer to such priority as set forth in the Intercreditor Agreement, (b) in the event of any inconsistency conflict between the provisions express terms and conditions of this Agreement and the or any other Loan Documents (other than the Intercreditor Agreement)Document, on the one hand, and of the Intercreditor Agreement, on the other hand, the terms and provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoingcontrol, and notwithstanding anything herein to (c) the contrary, all rights and remedies of afforded to the Agent (and the Lender Group) shall be other Lenders hereunder and under the other Loan Documents are subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentall respects.

Intercreditor Agreement. The terms Each Secured Party hereby grants to each of this Agreement and the other Loan Documents (other than Facility Agents all requisite authority to enter into or otherwise become bound by the Intercreditor Agreement)Agreement (including any Intercreditor Agreement entered into in connection with any renewal, any Lien granted extension, refinancing, exchange or refunding of the Term Loans permitted hereunder) and to bind the Agent pursuant to any Loan Document Secured Parties thereto by the Facility Agents’ entering into or otherwise becoming bound thereby, and no further consent or approval on the exercise part of any right of the Secured Parties is or remedy by will be required in connection with the Agent hereunder are subject to the provisions performance of the Intercreditor Agreement. In Agreement (including any Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or refunding of the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor AgreementTerm Loans permitted hereunder), on the one handincluding, and if required by the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan amending any Collateral Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of include a legend referencing the Intercreditor Agreement, and until all actions taken by each Facility Agent under or pursuant to the Discharge Intercreditor Agreement (including any Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or refunding of Fixed Asset Obligations the Term Loans permitted hereunder) shall be binding upon each Secured Party as if it were a direct signatory to the Intercreditor Agreement (as defined including any Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or refunding of the Term Loans permitted hereunder). Each Secured Party hereby acknowledges that, pursuant to the Intercreditor Agreement), (i) except the Collateral Agent’s Lien, for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect the benefit of the Fixed Asset Priority Secured Parties, in certain of the Collateral that is inconsistent with such Loan Party’s obligations under securing the Senior Secured Notes Documents except if otherwise provided Obligations, referred to in the Intercreditor Agreement and (ii) any obligation as the Term Priority Collateral, will be subordinated to the Lien of any Loan Party hereunder the Term Agent in such Term Priority Collateral. Notwithstanding anything to the contrary in this Agreement or under in any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.:

Intercreditor Agreement. The terms of this Agreement Lenders and the other Loan Documents Issuing Banks acknowledge that obligations of the Borrower and the Subsidiaries under the Second Lien Indebtedness will be secured by Liens on assets of the Borrower and the Subsidiaries that constitute Collateral. At the request of the Borrower, the Administrative Agent and/or the Collateral Agent shall enter into the Intercreditor Agreement establishing the relative rights of the Secured Parties and of the secured parties under the Second Lien Indebtedness with respect to the Collateral. Each Lender and each Issuing Bank hereby irrevocably (other than a) consents to the treatment of Liens to be provided for under the Intercreditor Agreement), any Lien granted to (b) authorizes and directs the Administrative Agent pursuant to any Loan Document and the exercise Collateral Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender or such Issuing Bank and without any right further consent, authorization or remedy other action by such Lender or 133 such Issuing Bank, (c) agrees that, upon the execution and delivery thereof, such Lender or such Issuing Bank will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement and (d) agrees that no Lender or Issuing Bank shall have any right of action whatsoever against the event Administrative Agent or the Collateral Agent as a result of any inconsistency between action taken by the provisions of Administrative Agent or the Collateral Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section or in accordance with the terms of the Intercreditor Agreement. Each Lender and each Issuing Bank hereby further irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to enter into such amendments, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder supplements or under any other Loan Document modifications to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) in connection with any obligation extension, renewal, refinancing or replacement of any Loan Party hereunder Loans or under any other Loan Document with respect Second Lien Indebtedness as are reasonably acceptable to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice Administrative Agent to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case on behalf of such Lender or such Issuing Bank and without any further consent, authorization or other action by such Lender or such Issuing Bank. The Administrative Agent and the Collateral Agent shall have the benefit of the provisions of this Section 9 with respect to all actions taken by it pursuant to this Section 9.10 or in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies accordance with the requirements terms of the similar provision of Intercreditor Agreement to the applicable Senior Secured Notes Documentfull extent thereof.

Intercreditor Agreement. The terms Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens (as defined in the Intercreditor Agreement) granted pursuant to this Agreement and Mortgage (x) prior to the other Discharge of Term Loan Documents Obligations (other than as defined in the Intercreditor Agreement), any Lien be pari passu and equal in priority to the Liens (as defined in the Intercreditor Agreement) granted to the Term Loan Agent for the benefit of the holders of the Term Loan Obligations (as defined in the Intercreditor Agreement) to secure the Term Loan Obligations (as defined in the Intercreditor Agreement) pursuant to the applicable Term Loan Documents (as defined in the Intercreditor Agreement) and (y) prior to the Discharge of Additional Obligations (as defined in the Intercreditor Agreement) that are Additional Obligations (as defined in the Intercreditor Agreement), be pari passu and equal in priority to the Liens (as defined in the Intercreditor Agreement) granted to any Additional Agent (as defined in the Revolving Credit Guarantee and Collateral Agreement) for the benefit of the holders of the applicable Additional Obligations (as defined in the Intercreditor Agreement) that are Additional Obligations (as defined in the Intercreditor Agreement), to secure such Additional Obligations (as defined in the Intercreditor Agreement) pursuant to the applicable Additional Documents (as defined in the Intercreditor Agreement). The Revolving Collateral Agent acknowledges and agrees that the relative priority of such Liens (as defined in the Intercreditor Agreement) granted to the Revolving Collateral Agent, the Term Loan Collateral Agent and any Additional Agent (as defined in the Intercreditor Agreement) may be determined solely pursuant to the Intercreditor Agreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens (as defined in the Intercreditor Agreement) and security interest granted to the Revolving Collateral Agent pursuant to any Loan Document this Mortgage and the exercise of any right or remedy by the Revolving Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency conflict between the provisions terms of this the Intercreditor Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other handthis Mortgage, the provisions terms of the Intercreditor Agreement shall supersede govern and control as among the provisions of this Agreement Revolving Collateral Agent, the Term Loan Collateral Agent and the Loan Documents any Additional Agent (other than as defined in the Intercreditor Agreement). Without limiting the generality of the foregoingNotwithstanding any other provision hereof, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Groupx) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset for so long as any Term Loan Obligations (as defined in the Intercreditor Agreement)) remain outstanding, any obligation hereunder to physically deliver to the Revolving Collateral Agent any Security Collateral (ias defined in the Revolving Credit Guarantee and Collateral Agreement) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other satisfied by causing such Security Collateral (as defined in the Revolving Credit Guarantee and Collateral Agreement) to be physically delivered to the Term Loan Document Collateral Agent to take any action be held in respect of the Fixed Asset Priority Collateral that is inconsistent accordance with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (iiy) for so long as any Additional Obligations (as defined in the Intercreditor Agreement) that are Additional Obligations (as defined in the Intercreditor Agreement) remain outstanding, any obligation of any Loan Party hereunder or under any other Loan Document with respect to physically deliver to the delivery or control Revolving Collateral Agent any Security Collateral (as defined in the Revolving Credit Guarantee and Collateral Agreement) shall be satisfied by causing such Security Collateral (as defined in the Revolving Credit Guarantee and Collateral Agreement) to be physically delivered to any Additional Agent (as defined in the Revolving Credit Guarantee and Collateral Agreement) to be held in accordance with the Intercreditor Agreement. [SIGNATURE PAGE FOLLOWS] This Mortgage has been duly executed by [THE SERVICEMASTER COMPANY] and is intended to be effective as the date first above written. [THE SERVICEMASTER COMPANY], a Delaware corporation By: Name: Title: STATE OF ) ) ss. COUNTY OF ) This instrument was acknowledged before me on , by as of any Fixed Asset Priority Collateral[THE SERVICEMASTER COMPANY]. NOTARY PUBLIC My Commission Expires Schedule A Description of the Owned Land EXHIBIT E-1 TO REVOLVING CREDIT AGREEMENT FORM OF OPINION OF DEBEVOISE & XXXXXXXX LLP July , 2007 Citibank, N.A., as Administrative Agent and Collateral Agent under the Credit Agreement referred to below 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Each of the Lenders named in Schedule I attached hereto that are parties to the Credit Agreement referred to below ServiceMaster Revolving Credit Agreement Ladies and Gentlemen: We have acted as special New York counsel to (i) The ServiceMaster Company, a Delaware corporation (the “Parent Borrower”), (ii)TruGreen Limited Partnership, a Delaware limited partnership (“TruGreen”), (iii) The Terminix International Company Limited Partnership, a Delaware limited partnership (“Terminix” and, together with TruGreen, the novation of any lien on any certificate of title“Subsidiary Borrowers” and, xxxx of lading or other documenttogether with the Parent Borrower, the giving “Borrowers”), (iv) CDRSVM Holding, Inc., a Delaware corporation (“Holdings”) and (v) each of any notice the Subsidiary Parties referred to any bailee or other Personbelow, in connection with the preparation, and execution and delivery today, of (a) the Revolving Credit Agreement, dated as of July 24, 2007 (the “Credit Agreement”), among the Borrowers, the provision of voting rights several banks and other financial institutions parties thereto (collectively, the “Lenders”), and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) and (b) the agreements to which Holdings, any Borrower or the obtaining of any consent of any Person, Subsidiary Party is today a party that are listed in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies Schedule II hereto (together with the requirements of Credit Agreement, the similar provision of the applicable Senior Secured Notes Document“Loan Documents”).

Intercreditor Agreement. The terms Each Person that is secured hereunder, by accepting the benefits of this Agreement and the other Loan Documents security provided hereby, (other than i) consents (or is deemed to consent), to the subordination of Liens in favor of the Collateral Trustee as provided for in the Intercreditor Agreement), any Lien granted (ii) agrees (or is deemed to the Agent pursuant to any Loan Document agree) that it will be bound by, and the exercise of any right or remedy by the Agent hereunder are subject to will take no actions contrary to, the provisions of the Intercreditor Agreement. In , and (iii) authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the event Collateral Trustee on behalf of any inconsistency between such Person to enter into, and perform under, the provisions of this Intercreditor Agreement and the Loan Documents as “Senior Third Lien Collateral Agent” (other than as defined in the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations as “Junior Third Lien Collateral Agent” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any Holder (i) except for express requirements as defined in the Second Lien Indenture), the Senior Third Lien Administrative Agent or the Junior Third Lien Administrative Agent, to add additional Indebtedness as Priority Lien Debt, Second Lien Debt or Parity Lien Debt (to the extent permitted to be incurred and secured by the applicable Secured Debt Documents and subject to the provisions of Article 5 of this Agreement) and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Priority Lien Debt, no Loan Party shall be required hereunder Second Lien Debt or Parity Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the lenders under any other Loan Document the Parity Lien Documents to take any action in respect extend credit to the Company, as the borrower under the Parity Lien Debt, and such lenders are intended third party beneficiaries of this provision and the provisions of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect Agreement. Notwithstanding anything to the delivery contrary contained herein, (x) to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any Fixed Asset account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority CollateralLien Representative, or of agents or bailees of the Priority Lien Representative, the novation perfection actions and related deliverables described in this Agreement or the other Parity Lien Security Documents shall not be required and (y) to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any lien on account in which such Collateral is held, and if such Collateral or any certificate such account is in fact in the possession or under the control of titlethe Second Lien Representative, xxxx or of lading agents or other documentbailees of the Second Lien Representative, the giving of any notice to any bailee or other Person, the provision of voting rights perfection actions and related deliverables described in this Agreement or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral other Second Lien Security Documents shall not be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentrequired.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized by the Lenders and other Secured Parties to, to the extent required by the terms of the Loan Documents, (i) enter into the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement expressly contemplated by this Agreement and the or any other Loan Documents Document, (ii) enter into any Collateral Document, or (iii) make or consent to any filings or take any other than actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Intercreditor incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement), any Lien granted in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the Agent pursuant to any Loan Document and the exercise of any right or remedy extent such priority is permitted by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor AgreementDocuments), on the one hand), and the Intercreditor Agreementparties hereto acknowledge that any intercreditor agreement, Collateral Document, consent, filing or other action will be binding upon them. Each Lender and other Secured Party (a) understands, acknowledges and agrees that Liens will be created on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein Collateral pursuant to the contrarySecond Lien Facility Documentation, all rights and remedies of the Agent (and the Lender Group) which Liens shall be subject to the terms and conditions of the First Lien/Second Lien Intercreditor Agreement, (b) hereby agrees that it will be bound by and until will take no actions contrary to the Discharge provisions of Fixed Asset Obligations the First Lien/Second Lien Intercreditor Agreement or any other intercreditor agreement (as defined if entered into) and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement expressly contemplated by this Agreement or any other Loan Document or Collateral Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Intercreditor Agreement), (i) except for express requirements incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement, no Loan Party shall in order to permit such Indebtedness to be required hereunder or under any other Loan Document to take any action in respect of secured by a valid, perfected lien on the Fixed Asset Priority Collateral that is inconsistent (with such priority as may be designated by such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect , to the delivery or control of any Fixed Asset Priority Collateralextent such priority is permitted by the Loan Documents)), and to subject the novation of any lien Liens on any certificate of title, xxxx of lading or other document, the giving of any notice Collateral securing the Obligations to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.provisions thereof. 174

Intercreditor Agreement. The terms of Notwithstanding anything to the contrary contained herein, the liens, security interests and rights granted pursuant to this Agreement or any other security document shall be as set forth in, and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted subject to the Agent pursuant to any Loan Document terms and conditions of (and the exercise of any right or remedy by the Collateral Agent hereunder are shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of any inconsistency conflict between the provisions of this Agreement and the Loan Documents (or any other than the Intercreditor Agreement), on the one hand, security document and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede control, and no right, power, or remedy granted to the provisions Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent in contravention of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Lender GroupSecond Lien Secured Parties) shall be subject to the terms of the Intercreditor Agreement, and, with respect to any Guarantor Collateral in favor of the Aimco Agent and Aimco Lenders (the “First Lien Collateral”) until the Discharge of Fixed Asset Obligations Aimco Lien Indebtedness (as such term is defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party the Borrower and the Guarantors hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority First Lien Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral Person shall be deemed to be satisfied if the Borrower or such Loan Party Guarantor, as applicable, complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.First Lien Guarantee and Security Agreement. Until the Discharge of Aimco Lien Indebtedness (as such term is defined in the Intercreditor Agreement), the delivery of any First Lien Collateral to, or the control of any First Lien Collateral by, the Aimco Agent pursuant to the Aimco Loan Documents (as such term is defined in the Intercreditor Agreement) shall satisfy any delivery or control requirement hereunder; provided, however, the delivery of any First Lien Collateral to the Aimco Agent pursuant to the Aimco Loan Documents, together with a notice instructing the Aimco Agent to deliver any such Guarantor Collateral constituting First Lien Collateral to the Collateral Agent, shall satisfy any delivery requirement hereunder. [SIGNATURES TO FOLLOW]

Intercreditor Agreement. The terms of this Agreement This Article XIII and the provisions of each other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Security Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions terms, conditions and benefits set forth in the Intercreditor Agreement. The Issuer and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement. In , as the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one handsame may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes, (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, on the other hand(b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement shall supersede and (c) authorizes and instructs the provisions Collateral Trustee on behalf of this each Holder to enter into the Intercreditor Agreement and the Loan Documents as Second Lien Collateral Agent (other than as defined in the Intercreditor Agreement). Without limiting the generality ) on behalf of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations such Holders as Second Lien Secured Parties (as defined in the Intercreditor Agreement). In addition, (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or under any other Loan Document joinders to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation in accordance with its terms with the consent of any Loan Party hereunder the parties thereto or under any other Loan Document otherwise in accordance with respect to its terms, without the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any PersonHolder or the Trustee, in each case in respect of to add additional Indebtedness as Priority Lien Debt or Parity Lien Debt and add other parties (or any Fixed Asset authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding, to the extent permitted by the Secured Debt Documents. The Trustee and the Collateral Trustee shall be deemed entitled to be satisfied if rely upon an Officers’ Certificate and/or an Opinion of Counsel certifying that any such Loan Party complies with amendment is authorized under the requirements Note Documents. The foregoing provisions are intended as an inducement to the lenders under the Credit Agreement to extend credit to the Issuer and certain of its Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the similar provision of the applicable Senior Secured Notes Document.Intercreditor Agreement. 118

Intercreditor Agreement. The Each Lender party hereto understands, acknowledges and agrees that it is the intention of the parties hereto that each of the ABL Finance Obligations and the Term Finance Obligations are intended to constitute a distinct and separate class from the other, and, as between the Secured Parties, on the one hand, and the Term Finance Parties, on the other hand, it is the intention of the parties that (i) the ABL Finance Obligations (including all post-petition interest with respect thereto) have a first priority security interest in all ABL Priority Collateral and that the Term Finance Obligations (including all post-petition interest with respect thereto) have a second priority security interest in all ABL Priority Collateral, and (ii) the Term Finance Obligations (including all post-petition interest with respect thereto) have a first priority security interest in all Term Priority Collateral and that the ABL Finance Obligations (including all post-petition interest with respect thereto) have a second priority security interest in all Term Priority Collateral. Each Lender further understands, acknowledges and agrees that the provisions setting forth the priorities as between the Term Finance Parties, on the one hand, and the Secured Parties, on the other hand, are set forth in the Intercreditor Agreement. Each Lender agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement. Each Lender authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement on behalf of such Lender and to take all actions (and execute all documents) required (or deemed advisable) by the Administrative Agent or the Collateral Agent in accordance with the terms of the Security Documents and the Intercreditor Agreement. The provisions of this Section 10.20 are not intended to summarize all relevant provisions of the Intercreditor Agreement. Reference must be made to the Intercreditor Agreement itself to understand all terms and conditions thereof. Each Lender is responsible for making its own analysis and review of the Intercreditor Agreement and the terms and provision thereof, and neither the Administrative Agent nor the Collateral Agent or any of their respective affiliates, representatives, advisors, attorneys or other Person makes any representation to any Lender as to the sufficiency or advisability of the provisions contained in the Intercreditor Agreement. Each Lender is further aware that the Administrative Agent and the Collateral Agent are also acting in an agency capacity pursuant to the Term Credit Agreement and the other Loan Term Finance Documents (other than including as such under the Intercreditor Agreement), and each Lender hereby irrevocably waives any Lien granted objection thereto or cause of action arising therefrom. Notwithstanding anything to the Agent pursuant to contrary set forth herein or in any other Loan Document and the exercise of any right or remedy by the Agent hereunder are Document, this Agreement is subject to the terms and provisions of the Intercreditor Agreement. In the event of any an inconsistency 178 between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede prevail. Each Lender further agrees that it will be bound by, and will take no actions contrary to, the provisions of this Agreement any intercreditor agreement contemplated by Section 7.02(b) and (u) (each, a “Secured Debt Intercreditor Agreement”). Each Lender authorizes and instructs the Administrative Agent and the Loan Documents (other than the Collateral Agent to enter into any Secured Debt Intercreditor Agreement). Without limiting the generality Agreement on behalf of the foregoing, such Lender and notwithstanding anything herein to the contrary, take all rights and remedies of the Agent actions (and execute all documents) required (or deemed advisable) by the Lender Group) shall be subject to Administrative Agent or the Collateral Agent in accordance with the terms of the such Secured Debt Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.

Intercreditor Agreement. The terms Notwithstanding anything herein to the contrary and without limiting the generality of this Agreement and the other Loan Documents (other than Section 1.1(d), at any time the Intercreditor Agreement), any Lien Agreement is in effect: (a) the Liens granted to hereunder in favor of the Collateral Agent pursuant to any Loan Document for the benefit of the Notes Secured Parties in respect of the Collateral and the exercise of any right or remedy by the Agent hereunder are subject related thereto thereby shall be subject, in each case, to the provisions terms of the Intercreditor Agreement (if any); and (b) any provision hereof that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) any Assignor to (i) deliver any Collateral to the Collateral Agent, (ii) provide that *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the Collateral Agent have “control” over such Collateral, or (iii) obtain notations of the Liens in favor of the Collateral Agent on certificates of title in respect of such Collateral, in each case shall be deemed satisfied (or, in the case of any representation or warranty hereunder, shall be deemed to be true) if (A) with respect to subclause (i) hereof, such Collateral is delivered by such Assignor to the collateral agent for the Senior Credit Facility Secured Parties for the benefit of the Senior Credit Facility Secured Parties and the Notes Secured Parties pursuant to the Intercreditor Agreement, (B) with respect to subclause (ii) hereof, the collateral agent for the Senior Credit Facility Secured Parties is provided with “control” with respect to such Collateral of such Assignor for the benefit of the Senior Credit Facility Secured Parties and the Notes Secured Parties pursuant to the Intercreditor Agreement, and (C) with respect to subclause (iii) hereof, such notation is in the name of the collateral agent for the Senior Credit Facility Secured Parties for the benefit of the Senior Credit Facility Secured Parties and the Notes Secured Parties pursuant to the Intercreditor Agreement. In the event of any inconsistency conflict between the provisions terms of this Agreement and the Loan Documents Intercreditor Agreement (other than the Intercreditor Agreementif any), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions terms of the Intercreditor Agreement shall supersede the provisions govern and control. [Remainder of this Agreement page intentionally left blank; signature page follows] *** Certain information in this document has been omitted and filed separately with the Loan Documents (other than the Intercreditor Agreement)Securities and Exchange Commission. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document Confidential treatment has been requested with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentomitted portions.

Intercreditor Agreement. The terms of Notwithstanding anything in this Agreement to the contrary, the Lien and the other Loan Documents (other than the Intercreditor Agreement), any Lien security interest granted to the ABL Loan Collateral Agent pursuant to any Loan Document this Agreement with respect to the Collateral shall be second in priority to the Lien and security interest granted to the First Lien Agent on behalf of the First Lien Secured Parties under the Membership Interests First Lien Pledge Agreement. The exercise of any right or remedy by the ABL Loan Collateral Agent or any other Second Lien Secured Party hereunder are is subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions terms of this the Intercreditor Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor this Agreement, on the other hand, the provisions terms of the Intercreditor Agreement shall supersede govern and control. In addition, to the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality extent any obligation of the foregoingPledgor hereunder, and notwithstanding anything herein including any obligation to grant sole possession or control or deliver or assign property or funds to the contrary, all rights and remedies ABL Loan Collateral Agent or any other Person (or register any property in the name of the ABL Loan Collateral Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that Person) conflicts or is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except (or any representation or warranty hereunder would, if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed required to be satisfied if such Loan Party complies with true, conflict or be inconsistent with) the obligations or requirements of the under a substantially similar provision of the applicable Senior Secured Notes DocumentMembership Interests First Lien Pledge Agreement, such obligations or requirements under the Membership Interests First Lien Pledge Agreement, shall control, and the Pledgor shall not be required to fulfill such obligations (or make such representations and warranties) hereunder, and shall be deemed not to be in violation of this Agreement as a result of its performance of the obligations or requirements of the Membership Interests First Lien Pledge Agreement. For the avoidance of doubt, the absence of any specific reference to Section 8.8 (Intercreditor Agreement) in any other provision of this Agreement shall not be deemed to limit the generality of this Section 8.8 (Intercreditor Agreement).

Intercreditor Agreement. The terms of this Agreement Lender and [Mezzanine Lender] are or will be parties to the [Intercreditor Agreement] memorializing their relative rights and obligations with respect to the Loan, the [Mezzanine Loan], Borrower, [Mezzanine Borrower] and the other Loan Documents Property. Xxxxxxxx acknowledges and agrees that (other than i) such Intercreditor Agreement is intended solely for the Intercreditor Agreement)benefit of Lender and Mezzanine Lender, any Lien granted to the Agent pursuant to any Loan Document and the exercise (ii) Borrower and Mezzanine Borrower are not intended third-party beneficiaries of any right or remedy by the Agent hereunder are subject to of the provisions therein and shall not be entitled to rely on the provisions contained therein. Lender and Mezzanine Lender shall have no obligation to disclose to Borrower the contents of the Intercreditor Agreement. In the event Borrower’s obligations hereunder are independent of any inconsistency between the provisions of this such Intercreditor Agreement and remain unmodified by the Loan Documents (other than terms and provisions thereof.] Partial Release. Lender shall release the Intercreditor Agreement)lien and security interest granted to or held by Xxxxxx upon [describe release parcel], on upon the one hand, express condition that each and the Intercreditor Agreement, on the other hand, the provisions all of the Intercreditor Agreement following conditions precedent shall supersede have been fulfilled or complied with to the provisions satisfaction of this Agreement and Xxxxxx (a “Partial Release”): a written request for the Loan Documents Partial Release is provided to Lender by the date that is at least thirty (other than the Intercreditor Agreement). Without limiting the generality 30) days in advance of the foregoingdesired date upon which Xxxxxxxx wishes to effect the Partial Release, together with such information regarding the requested Partial Release as Lender may reasonably request in connection therewith; no Default or Event of Default shall have occurred and notwithstanding anything herein be continuing; [add deal-specific conditions, including any required principal paydown, condition for easement agreements if needed, etc.]; Include if a principal paydown is required in connection with the partial release: If Truist Bank or an Affiliate of Truist Bank has provided a Hedging Transaction to Borrower in connection with the contraryLoan, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), Borrower shall: (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect terminate the notional amount of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided Hedging Transaction in the Intercreditor Agreement amount of the principal prepayment required by clause _____, and (ii) pay any obligation costs associated with such notional reduction or termination to Truist Bank; Borrower pays to Lender all reasonable, out-of-pocket costs and expenses of Lender, including the reasonable fees, charges and disbursements of counsel for Lender, in connection with the review, approval and consummation of the Partial Release and preparation of any amendments, modifications or waivers of the Loan Party hereunder Documents in connection therewith (whether or under not the transactions contemplated in this Section shall be consummated); Borrower shall execute and deliver such agreements and instruments in favor of, and provide such further assurances to, Lender, in order to maintain, in Xxxxxx’s reasonable discretion, the first priority lien and security interest of Lender in the remainder of the Property, including without limitation, reasonable survey updates and title updates and endorsements, if requested by Xxxxxx, in its reasonable discretion, in connection with the consummation of the Partial Release. Upon satisfaction of the above conditions, Lender shall provide Borrower any documents reasonably necessary to effect the release of the applicable portion of the Property from the Liens of the Security Instrument and other applicable Loan Document Documents (except for provisions or agreements that expressly survive such release, including but not limited to indemnities with respect to environmental matters and the delivery or control Environmental Indemnification Agreement). ] (remainder of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.page left intentionally blank)

Intercreditor Agreement. The Second Lien Collateral Agent, First Lien Agent, Grantors and Borrower have entered into that certain Intercreditor Agreement of event date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the "Closing Date Intercreditor Agreement"). To the extent any provision of this Agreement and conflicts with the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Closing Date Intercreditor Agreement, on the other hand, the provisions of the Closing Date Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement)control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations First Lien Loan Termination Date (as such term is defined in the Closing Date Intercreditor Agreement), (ia) except for express requirements any assignment or transfer of this Agreement, no Loan Party Collateral hereunder to Second Lien Collateral Agent shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and First Lien Agent, (iib) any obligation of any Loan Party hereunder request or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Second Lien Collateral Agent required or made hereunder shall be deemed to be satisfied if such Loan Party complies with required or made by the requirements First Lien Agent, (c) any deliver of any Collateral or any other item to Second Lien Collateral Agent required hereunder shall be to the First Lien Agent, (d) any right of the similar provision Second Lien Collateral Agent to require a Grantor to cause the Second Lien Collateral Agent to obtain exclusive Control of any Investment Property shall be vested in the First Lien Agent, (e) any right of the applicable Senior Secured Notes DocumentSecond Lien Collateral Agent to assert any claims on behalf of a Grantor shall be vested in the First Lien Agent, (f) the Second Lien Collateral Agent (or its nominee) shall not exercise any rights pursuant to its appointment as attorney-in-fact pursuant to Section 7.1 hereof, (g) Second Lien Collateral Agent shall not exercise any voting or other consensual rights set forth in Section 5.3(d) hereof and (h) all items required to be delivered to Second Lien Collateral Agent hereunder, including without limitation, stock certificates, distributions, dividends, instruments, chattel paper or other property paid or payable with respect to any of the Collateral shall be delivered to First Lien Agent as contractual representative for purposes of perfection for the Second Lien Collateral Agent and Lenders.

Intercreditor Agreement. The terms Each Lender hereunder (a) acknowledges that it has received a copy of this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Collateral Agent pursuant to any Loan Document enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Lender. Notwithstanding anything herein to the contrary, the priority of the Liens in the Collateral securing the Obligations, the exercise of any right or remedy by with respect thereto and certain of the Agent hereunder rights of the Secured Parties are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency direct and irreconcilable conflict between the provisions terms of the Intercreditor Agreement and those of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions terms of the Intercreditor Agreement shall supersede the provisions of govern and control. Any reference in this Agreement and to “first priority lien” or words of similar effect in describing the Loan Documents (Liens created hereunder or under any other than Credit Document shall be understood to refer to such priority as set forth in the Intercreditor Agreement). Without limiting the generality Nothing in this Section 10.25 shall be construed to provide that any Credit Party is a third party beneficiary of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms provisions of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations each Credit Party (a) agrees that, except as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if expressly otherwise provided in the Intercreditor Agreement, the terms of the Intercreditor Agreement shall not give any Credit Party any, nor modify any, substantive rights vis-à-vis any Agent or any Lender, or any obligations or liabilities owing to the Agents and/or the Lenders, under this Agreement or any other Credit Document and (b) if, with respect 125 to any particular Collateral, any Agent shall enforce its rights or remedies in violation of the terms of the Intercreditor Agreement applicable thereto, agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance with the terms of this Agreement and (ii) the other Credit Documents by any obligation Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against any Agent or any Lender and agrees to abide by the terms of this Agreement and the other Credit Documents and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it; provided, no Default or Event of Default shall arise as a result of any Loan Credit Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies complying with the requirements provisions of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The Each Holder, by accepting a Note, has authorized the Trustee and the Collateral Agent to become a party to and comply with the terms of this the Junior Lien Intercreditor Agreement on behalf of the Holders (including any action or omission to act, any consent or any waiver in compliance with the terms of such Junior Lien Intercreditor Agreement) and has agreed that the Collateral Agent and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document Holders shall be bound by and the exercise of any right or remedy by the Agent hereunder are subject to comply with the provisions of the Junior Lien Intercreditor AgreementAgreement applicable to them in their capacities as such and, in the case of the Holders, to the same extent as if the Holders were parties thereto. In Additionally, provided that no Event of Default has occurred and is continuing, the event Trustee shall, upon written request of any inconsistency between the provisions Issuer, together with an Officers’ Certificate and an Opinion of Counsel, stating that such actions comply with the terms of this Agreement and Indenture and/or the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Junior Lien Intercreditor Agreement, as applicable, direct the Collateral Agent to enter into and perform amendments and joinders (or an acknowledgment to any joinder) to the Junior Lien Intercreditor Agreement or an additional intercreditor agreement on terms and conditions that, in the other hand, the provisions good faith determination of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoingIssuer, and notwithstanding anything herein are not less favorable, taken as a whole, to the contrary, all rights and remedies Holders of the Agent (and the Lender Group) shall be subject to Notes than the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Junior Lien Intercreditor Agreement and thereafter such amended or new intercreditor agreement (iior amendments or joinders to such new intercreditor agreement) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies the Junior Lien Intercreditor Agreement as applicable, for all purposes of this Indenture. Neither the Trustee nor the Collateral Agent shall have any liability to any Person for complying with the requirements terms of the similar provision of the applicable Senior Secured Notes Documentthis Article 10.

Intercreditor Agreement. The Each Lender hereby authorizes and directs the Administrative Agent (a) to enter into any Intercreditor Agreement on its behalf, perform such Intercreditor Agreement on its behalf and take any actions thereunder as determined by the Administrative Agent to be necessary or advisable to protect the interest of the Lenders, and each Lender agrees to be bound by the terms of such Intercreditor Agreement and (b) to enter into any other intercreditor agreement reasonably satisfactory to the Administrative Agent on its behalf, perform such intercreditor agreement on its behalf and take any actions thereunder as determined by the Administrative Agent to be necessary or advisable to protect the interests of the Lenders, and each Lender agrees to be bound by the terms of such intercreditor agreement. Each Lender acknowledges that such Intercreditor Agreement governs, among other things, Lien priorities and rights of the Lenders and the secured parties with respect to any Permitted Non-ABL Loans or Indebtedness secured by Permitted Non-ABL Liens with respect to the Collateral, including the Non-ABL Priority Collateral. With respect to any requirement herein or in any other Loan Document for any Loan Party to deliver originals of certificated Capital Stock, instruments, or similar documents constituting Collateral which is also “Collateral” pursuant to the Permitted Non-ABL Loan Documents, such requirements shall be deemed satisfied to the extent the requirements to deliver the same in accordance with the applicable Intercreditor Agreement 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 agent or settlement trust, as applicable, under the Permitted Non-ABL Loan Documents in accordance with this Section 10.18, such representation or warranty shall not be deemed to be untrue or incorrect for purposes of this Agreement and the or such other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor AgreementDocument. In the event of any inconsistency conflict between the provisions of this Agreement and the or any Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Document with such Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement govern and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentcontrol.

Intercreditor Agreement. The terms of this This Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are is subject to the provisions of terms and conditions set forth in the Intercreditor Agreement. In Agreement in all respects and, in the event of any inconsistency direct and irreconcilable conflict between the provisions terms of the Intercreditor Agreement and those of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions terms of the Intercreditor Agreement shall supersede govern and control, including, without limitation, the provisions of this Agreement terms and the Loan Documents (other than conditions set forth in the Intercreditor Agreement). Without limiting Agreement with respect to the generality right of the foregoing, and notwithstanding anything herein Collateral Agent to exercise any right or remedy with respect to the contraryliens and security interests granted to the Collateral Agent pursuant to this Agreement. The parties hereto acknowledge and agree that, all rights in accordance with and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until all Collateral constituting ABL Priority Collateral (as defined in the Discharge Intercreditor Agreement) in the possession or under the control of Fixed Asset the ABL Agent or its agents or bailees shall be held by the ABL Agent as gratuitous agent or bailee on behalf of the Collateral Agent solely for the purpose of perfecting the security interest therein granted under this Agreement. Without limiting the foregoing, the parties hereto agree that prior to the discharge of the ABL Obligations (as defined in the Intercreditor Agreement), (i) except for express the requirements of this Agreement, no Loan Party shall be required hereunder Agreement or under any other Loan Document Documents to take any action in respect of the Fixed Asset execute and/or deliver ABL Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided (including, without limitation, any certificates, instruments, Chattel Paper and instruments of transfer or assignments in the Intercreditor Agreement and (ii) blank related thereto), or any obligation of any Loan Party hereunder or under any other Loan Document account control agreement with respect to Deposit Accounts or Securities Accounts constituting ABL Priority Collateral with or to the Collateral Agent shall be deemed satisfied by execution and/or delivery of such ABL Priority Collateral and control agreements with or control to the ABL Agent, in each case, in accordance with the Intercreditor Agreement. IN WITNESS WHEREOF, each Grantor and Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of any Fixed Asset Priority Collateralthe date first written above. LIFECORE BIOMEDICAL, INC., as a Company and Grantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Financial Officer CURATION FOODS, INC., as a Company and Grantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Financial Officer CAMDEN FRUIT CORP., as a Grantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Secretary LIFECORE BIOMEDICAL OPERATING COMPANY, INC., as a Company and Grantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Secretary LIFECORE BIOMEDICAL, LLC, as a Grantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Secretary GREENLINE LOGISTICS, INC., as a Grantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Secretary ALCON RESEARCH, LLC, as Collateral Agent By: /s/ Xx XxXxxxx Name: Xx XxXxxxx Title: SVP, Head Global MTO Exhibit A TO PLEDGE AND SECURITY AGREEMENT PLEDGE SUPPLEMENT This PLEDGE SUPPLEMENT, dated ___________, ______, is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of May [___], 2023 (as it may be from time to time amended, restated, modified or supplemented, the novation of any lien on any certificate of title“Security Agreement”), xxxx of lading or other documentamong CURATION FOODS, INC., LIFECORE BIOMEDICAL, INC., LIFECORE BIOMEDICAL OPERATING COMPANY, INC., the giving other Grantors party thereto from time to time, and ALCON RESEARCH, LLC, as Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. Grantor hereby confirms the grant to Collateral Agent set forth in the Security Agreement of, and does hereby grant to Collateral Agent, a security interest in all of any notice Grantor’s right, title and interest in and to any bailee or other Person, all Collateral to secure the provision of voting rights or the obtaining of any consent of any PersonSecured Obligations, in each case whether now or hereafter existing or in respect of any Fixed Asset Priority Collateral which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall be deemed to be satisfied if such Loan Party complies with the requirements constitute part of the similar provision of Schedules to the applicable Senior Secured Notes DocumentSecurity Agreement.

Intercreditor Agreement. Each of the Issuing Bank and the Lenders (on behalf of themselves and their Affiliates) constituting at least the Majority Lenders hereby authorize and direct the Administrative Agent to enter into, to the extent contemplated to be entered into pursuant to the Credit Agreement, any Intercreditor Agreement on behalf of the Secured Parties and without any further consent, authorization or other action by such Secured Party. The Administrative Agent shall have the benefit of the provisions of Article XI of the Credit Agreement with respect to all actions taken by it pursuant to this Section 11.13 or in accordance with the terms of this any Intercreditor Agreement to the full extent thereof. In addition, each of the Issuing Bank and the Lenders (on behalf of themselves and their Affiliates) constituting at least the Majority Lenders hereby authorize the Administrative Agent or any such successor (i) to execute or to enter into amendments of or supplements to, amendments and restatements of, waivers or other modifications of the Security Instruments, any Intercreditor Agreement and any additional or replacement intercreditor agreements, in each case, in order to effect the other Loan Documents (other than the Intercreditor Agreement)subordination of, and to provide for certain additional rights, obligations and limitations in respect of, any Lien granted Liens that are junior to the Agent Liens securing the Indebtedness and incurred as permitted by the Credit Agreement, (ii) to establish certain relative rights as between the holders of the Indebtedness and the holders of the Debt secured by such Liens that are junior to the Liens securing the Indebtedness and (iii) any amendments, supplements or other modifications of any Security Instrument to add or remove any legend that may be required pursuant to any Loan Document Intercreditor Agreement. Each of the Issuing Bank and the exercise Lenders (on behalf of themselves and their Affiliates) constituting at least the Majority Lenders hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any right or remedy by the Agent hereunder are subject Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on (iii) agrees that no Secured Party shall have any right of action whatsoever against the other hand, Administrative Agent as a result of any action taken by the provisions of the Intercreditor Agreement shall supersede the provisions of Administrative Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section or in accordance with the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (iiiv) any obligation authorizes and directs the Administrative Agent to carry out the provisions and intent of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes DocumentIntercreditor Agreement.

Intercreditor Agreement. The terms Lenders acknowledge that the obligations of this the Borrower under the First Lien Credit Agreement and Refinancing Debt in respect thereof are and shall be secured by Liens on assets of the Borrower and the other Loan Documents (Credit Parties that constitute Collateral under the Security Instruments and that the relative Lien priorities and other than creditor rights of the Lenders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions . Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. In Each Lender hereby irrevocably (a) consents to the event subordination and equalization, as applicable, of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), Liens on the one hand, and Collateral securing the Secured Obligations on the terms set forth in the Intercreditor Agreement, (b) authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (c) agrees that, upon the other handexecution and delivery thereof, such Lender will be bound by the provisions of the Intercreditor Agreement shall supersede as if it were a signatory thereto and will take no actions contrary to the provisions of this such Intercreditor Agreement and (d) agrees that no Lender shall have any right of action whatsoever against the Loan Documents (other than Administrative Agent as a result of any action taken by the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein Administrative Agent pursuant to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to this Section or in accordance with the terms of the Intercreditor Agreement, . Each Lender hereby further irrevocably authorizes and until directs the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), Administrative Agent (i) except for express requirements of this Agreement, no Loan Party to take such actions as shall be required hereunder or under any other Loan Document to take any action release Liens on the Collateral in respect accordance with the terms of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any obligation extension, renewal, refinancing or replacement of any Loan Party hereunder Secured Obligations and any Debt under the First Lien Credit Agreement or under any other Loan Document with Refinancing Debt in respect thereof as are reasonably acceptable to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice Administrative Agent to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the provisions of Article XI with respect to all actions taken by it pursuant to this Section or in respect accordance with the terms of any Fixed Asset Priority Collateral shall be deemed the Intercreditor Agreement to the full extent thereof. The parties hereto have caused this Agreement to be satisfied if such Loan Party complies with the requirements duly executed as of the similar provision of the applicable day and year first above written. XXXXXX PETROLEUM COMPANY, a Delaware corporation By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx Title: Chief Financial Officer, Senior Secured Notes Document.Vice President and Treasurer [SIGNATURE PAGE TO SECOND LIEN CREDIT AGREEMENT] ROYAL BANK OF CANADA, as Administrative Agent and as Collateral Agent By: /s/ Xxx Xxxxxx Xxx Xxxxxx Manager, Agency [SIGNATURE PAGE TO SECOND LIEN CREDIT AGREEMENT] JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Name:Xxxxxxx X Xxxxxx Title:Authorized Officer [SIGNATURE PAGE TO SECOND LIEN CREDIT AGREEMENT]

Intercreditor Agreement. The terms of this Agreement and the other Loan Documents (other than Collateral Agent is hereby authorized to enter into the Intercreditor Agreement), any Lien granted and the parties hereto acknowledge that the Intercreditor Agreement is binding upon them. Each Lender (a) hereby consents to the Agent pursuant to any Loan Document subordination of the Liens on the ABL Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (b) hereby agrees that it will be bound by and the exercise of any right or remedy by the Agent hereunder are subject will take no actions contrary to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and (c) hereby authorizes and instructs the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of Collateral Agent to enter into the Intercreditor Agreement shall supersede and to subject the Liens on the ABL Collateral securing the Obligations to the provisions of this Agreement and thereof. In addition, each Lender hereby authorizes the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein Collateral Agent to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), enter into (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document amendments to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required by Section 10.2(i) and (v) of this Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into any First Lien Intercreditor Agreement and any Second Lien 116 Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by the Borrower of any Loan Party hereunder or under any other Loan Document secured Credit Agreement Refinancing Indebtedness, in order to permit such Credit Agreement Refinancing Indebtedness to be secured by a valid, perfected lien (with respect such priority as may be designated by the Borrower, to the delivery or control extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that any First Lien Intercreditor Agreement (if entered into) and any Second Lien Intercreditor Agreement (if entered into) will be binding upon them. Each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any Fixed Asset Priority CollateralFirst Lien Intercreditor Agreement (if entered into) or any Second Lien Intercreditor Agreement (if entered into) and (b) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into, if applicable, any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the novation incurrence by the Borrower of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Personsecured Credit Agreement Refinancing Indebtedness, in each case in respect of any Fixed Asset Priority Collateral shall be deemed order to permit such Credit Agreement Refinancing Indebtedness to be satisfied if secured by a valid, perfected lien (with such Loan Party complies with priority as may be designated by the requirements of Borrower, to the similar provision of extent such priority is permitted by the applicable Senior Secured Notes DocumentCredit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Intercreditor Agreement. The terms Lenders acknowledge the obligations of this Agreement the Loan Parties under the RCA Loan Documents, which are secured by Liens on assets of the Loan Parties, and that the relative Lien priorities and other creditor rights of the secured parties thereunder and the other Loan Documents (other than Secured Parties are as set forth in the Intercreditor Agreement), any Lien granted . Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement and hereby (a) irrevocably consents to the Agent pursuant to any Loan Document subordination and equalization, as applicable, of the exercise of any right or remedy Liens on the Collateral on the terms set forth in the Intercreditor Agreement, (b) agrees that such Lender will be bound by the Agent hereunder are subject provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement and (c) agrees that such Lender shall not have any right of action whatsoever against the event Administrative Agent as a result of any inconsistency between action taken by the provisions of Administrative Agent pursuant to this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to Section or in accordance with the terms of the Intercreditor Agreement, . Each Lender hereby further irrevocably authorizes and until directs the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), Administrative Agent (i) except for express requirements of this Agreement, no Loan Party to take such actions as shall be required hereunder or under any other Loan Document to take any action release Liens on the Collateral in respect accordance with the terms of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any obligation extension, renewal, refinancing or replacement of any Loan Party hereunder or under any other Loan Document with respect secured indebtedness as are reasonably acceptable to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice Administrative Agent to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Persongive effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the provisions of Article XI with respect to all actions taken by it pursuant to this Section or in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies accordance with the requirements terms of the similar provision of Intercreditor Agreement to the applicable Senior Secured Notes Documentfull extent thereof.

Intercreditor Agreement. The terms Administrative Agent is authorized to enter into the Intercreditor Agreement or any other intercreditor agreement contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of this Agreement or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreements in connection with the incurrence by any Credit Party of any Indebtedness that is secured by the Collateral (to the extent such Indebtedness and security is permitted by the Loan Documents), in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that the Intercreditor Agreement is (and any other Loan Documents intercreditor agreement contemplated hereby (other than if entered into) will be) binding upon them. Each Lender (a) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the ABL Facility Documentation, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document (b) hereby agrees that it will be bound by and the exercise of any right or remedy by the Agent hereunder are subject will take no actions contrary to the provisions of the Intercreditor Agreement. In Agreement or any other intercreditor agreement contemplated hereby (if entered into) and (c) hereby authorizes and instructs the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions of Administrative Agent to enter into the Intercreditor Agreement shall supersede or any other intercreditor agreement contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Indebtedness that is secured by the Collateral (to the extent such Indebtedness and security is permitted by the Loan Documents), in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement)thereof. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Document.113

Intercreditor Agreement. The terms of this Agreement Notwithstanding anything herein to the contrary, the Lien and the other Loan Documents (other than the Intercreditor Agreement), any Lien security interest granted to the Collateral Agent pursuant to any Loan Document this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency conflict between the provisions terms of this the Intercreditor Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor this Agreement, on the other hand, the provisions terms of the Intercreditor Agreement shall supersede the provisions of this Agreement govern and the Loan Documents (other than the Intercreditor Agreement)control. Without limiting the generality of the foregoing, and notwithstanding Notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset Obligations (so long as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) is in effect, any obligation requirement to deliver possession of any Loan Party hereunder or under any other Loan Document with respect Collateral to the delivery Collateral Agent or control of to give the Collateral Agent “control” over any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if the holder of a Designated Senior Claim or any representative thereof shall have such Loan Party complies with possession or control and such holder or representative as the requirements case may be has agreed in the Intercreditor Agreement to also hold such possession or control as agent or bailee for the benefit of the similar provision Collateral Agent; provided, however, that notwithstanding the foregoing, the Company agrees to use commercially reasonable efforts to cause one of the following to occur (such obligation to use commercial reasonable efforts to continue with respect to each of the following until such efforts are successful as to one of the following or such efforts are unsuccessful as to all of the following): (i) obtain the consent of the applicable holders of Designated Senior Secured Notes DocumentClaims or their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, to the Collateral Agent retaining its own separate control agreement reflecting the priorities established by the Intercreditor Agreement, (ii) obtain the consent of the applicable holders of Designated Senior Claims or their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, to the Collateral Agent being a party to the control agreement in favor of the holders of Designated Senior Claims or their agent(s) and pursuant to such control agreement having the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, agree to follow instructions or entitlement orders, as applicable, of the Collateral Agent without further consent of the Company upon a discharge of the Designated Senior Claims, or (iii) in the event that the provisions of Sections 8-106 and 9-104 of the Uniform Commercial Code are amended in a manner consistent with that set forth in Assembly Xxxx 9933, cause any control agreement for the benefit of any holders of Designated Senior Claims to be subject to the Uniform Commercial Code.

Intercreditor Agreement. The terms of this Agreement and Notwithstanding anything herein to the other Loan Documents (other than contrary, the Intercreditor Agreement), any Lien security interest granted to the Agent pursuant to any Loan Document Collateral Agent, for the benefit of the Credit Parties, herein and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Grantor expressly acknowledges and agrees that, notwithstanding the fact that the exercise of certain of the Collateral Agent’s and the other Credit Parties’ rights under this Agreement and the other Loan Documents may be subject to the Intercreditor Agreement, no action taken or not taken by the Collateral Agent or any other Credit Party in accordance with the terms of the Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by the Collateral Agent or any other Credit Party of any rights such Person has with respect to any Grantor under any Loan Document and except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents (Documents, which, as among the other than Grantors, the Intercreditor Agreement)Collateral Agent and the other Credit Parties, shall remain in full force and effect. If and to the extent the Term Agent is in possession or control of any Term Loan Priority Collateral, the Term Agent shall be deemed for all purposes to be holding such Term Loan Priority Collateral as the representative of and for the benefit of the Collateral Agent, on the one hand, and the Intercreditor Agreement, on the other hand, the provisions behalf of the Intercreditor Agreement shall supersede Credit Parties. So long as the provisions of this Agreement Term Agent is acting as bailee and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality as agent for perfection on behalf of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Lender Group) shall be subject pursuant to the terms of the Intercreditor Agreementhereof, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Grantor in this Agreement that requires endorsement or delivery of any Term Loan Party hereunder Priority Collateral to, or under any other Loan Document with respect to the delivery possession or control of any Fixed Asset Term Loan Priority CollateralCollateral by, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral Agent shall be deemed to be complied with and satisfied if such endorsement or delivery of such Term Priority Collateral is made to, or such possession or control of such Term Loan Party complies with Priority Collateral is by, the requirements of the similar provision of the applicable Senior Secured Notes DocumentTerm Agent.

Intercreditor Agreement. The terms of this This Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy by the Agent hereunder are is subject to the provisions of terms and conditions set forth in the Intercreditor Agreement. In Agreement in all respects and, in the event of any inconsistency direct and irreconcilable conflict between the provisions terms of the Intercreditor Agreement and those of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the other hand, the provisions terms of the Intercreditor Agreement shall supersede govern and control, including, without limitation, the provisions of this Agreement terms and the Loan Documents (other than conditions set forth in the Intercreditor Agreement). Without limiting Agreement with respect to the generality right of the foregoing, and notwithstanding anything herein Collateral Agent to exercise any right or remedy with respect to the contraryliens and security interests granted to the Collateral Agent pursuant to this Agreement. The parties hereto acknowledge and agree that, all rights in accordance with and remedies of the Agent (and the Lender Group) shall be subject to the terms of the Intercreditor Agreement, and until all Collateral constituting ABL Priority Collateral (as defined in the Discharge Intercreditor Agreement) in the possession or under the control of Fixed Asset the ABL Agent or its agents or bailees shall be held by the ABL Agent as gratuitous agent or bailee on behalf of the Collateral Agent solely for the purpose of perfecting the security interest therein granted under this Agreement. Without limiting the foregoing, the parties hereto agree that prior to the discharge of the ABL Obligations (as defined in the Intercreditor Agreement), (i) except for express the requirements of this Agreement, no Loan Party shall be required hereunder Agreement or under any other Loan Document Documents to take any action in respect of the Fixed Asset execute and/or deliver ABL Priority Collateral that is inconsistent (including, without limitation, any certificates, instruments, Chattel Paper and instruments of transfer or assignments in blank related thereto), or any account control agreement with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor GS / Landec – Pledge and Security Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to Deposit Accounts or Securities Accounts constituting ABL Priority Collateral with or to the Collateral Agent shall be deemed satisfied by execution and/or delivery of such ABL Priority Collateral and control agreements with or control of any Fixed Asset Priority Collateral, to the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any PersonABL Agent, in each case case, in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies accordance with the requirements of the similar provision of the applicable Senior Secured Notes Document.Intercreditor Agreement. GS / Landec – Pledge and Security Agreement

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized by the Lenders and other Secured Parties to, to the extent required by the terms of this the Loan Documents, (i) enter into the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement contemplated by this Agreement, (ii) enter into any Collateral Document, or (iii) make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the other incurrence by any Loan Documents Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement, in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (other than the Intercreditor Agreement)with such priority as may be designated by such Loan Party, any Lien granted to the Agent pursuant to any Loan Document and the exercise of any right or remedy extent such priority is permitted by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor AgreementDocuments), on the one hand), and the Intercreditor Agreementparties hereto acknowledge that any intercreditor agreement, Collateral Document, consent, filing or other action will be binding upon them. Each Lender and other Secured Party (a) understands, acknowledges and agrees that Liens will be created on the other hand, the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein Collateral pursuant to the contraryFirst Lien Facilities Documentation, all rights and remedies of the Agent (and the Lender Group) which Liens shall be subject to the terms and conditions of the First Lien/Second Lien Intercreditor Agreement, (b) hereby agrees that it will be bound by and until will take no actions contrary to the Discharge provisions of Fixed Asset Obligations the First Lien/Second Lien Intercreditor Agreement or any other intercreditor agreement (as defined if entered into) and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement contemplated by this Agreement or Collateral Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Intercreditor Agreement), (i) except for express requirements incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to Sections 7.01 and 7.02 of this Agreement, no Loan Party shall in order to permit such Indebtedness to be required hereunder or under any other Loan Document to take any action in respect of secured by a valid, perfected lien on the Fixed Asset Priority Collateral that is inconsistent (with such priority as may be designated by such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect , to the delivery or control of any Fixed Asset Priority Collateralextent such priority is permitted by the Loan Documents)), and to subject the novation of any lien Liens on any certificate of title, xxxx of lading or other document, the giving of any notice Collateral securing the Obligations to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral shall be deemed to be satisfied if such Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes Documentprovisions thereof.

Intercreditor Agreement. The terms of this Agreement and Notwithstanding anything herein to the other Loan Documents (other than contrary, the Intercreditor Agreement), any Lien security interest granted to the Agent pursuant to any Loan Document Collateral Agent, for the benefit of the Credit Parties, herein and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Grantor expressly acknowledges that notwithstanding the fact that the exercise of certain of the Collateral Agent’s and the other Credit Parties’ rights under this Agreement and the other Loan Documents may be subject to the Intercreditor Agreement, no action taken or not taken by the Collateral Agent or any other Credit Party in accordance with the terms of the Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by the Collateral Agent or any other Credit Party of any rights such Person has with respect to any Grantor under any Loan Document and except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents (Documents, which, as among the other than Grantors, the Intercreditor Agreement)Collateral Agent and the other Credit Parties, shall remain in full force and effect. If and to the extent the Term Agent is in possession or control of any Term Loan Priority Collateral, the Term Agent shall be deemed for all purposes to be holding such Term Loan Priority Collateral as the representative of and for the benefit of the Collateral Agent, on the one hand, and the Intercreditor Agreement, on the other hand, the provisions behalf of the Intercreditor Agreement shall supersede Credit Parties. So long as the provisions of this Agreement Term Agent is acting as bailee and the Loan Documents (other than the Intercreditor Agreement). Without limiting the generality as agent for perfection on behalf of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Lender Group) shall be subject pursuant to the terms of the Intercreditor Agreementhereof, and until the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Grantor in this Agreement that requires endorsement or delivery of any Term Loan Party hereunder Priority Collateral to, or under any other Loan Document with respect to the delivery possession or control of any Fixed Asset Term Loan Priority CollateralCollateral by, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral Agent shall be deemed to be complied with and satisfied if such endorsement or delivery of such Term Loan Party complies with Priority Collateral is made to, or such possession or control of such Term Loan Priority Collateral is by, the requirements of the similar provision of the applicable Senior Secured Notes DocumentTerm Agent.

Intercreditor Agreement. The terms of this Agreement Company, the Trustee and the other Loan Documents (other than Collateral Agent are entering into the Intercreditor Agreement), any Lien granted to Agreement which sets forth the Agent pursuant to any Loan Document relative rights of the Trustee and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement)Holders, on the one hand, and the Intercreditor Agreementholders of the Senior Indebtedness, on the other hand, as to the provisions priority of payment of the Intercreditor Agreement Senior Indebtedness over the Senior Notes and related obligations in certain circumstances. As among the Holders, the Collateral shall supersede be held for the provisions equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. The terms of this Agreement Indenture and the Loan Collateral Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall will be subject to the terms of such Intercreditor Agreement and each Holder, by accepting a Senior Note, agrees to all of the terms and provisions of such Intercreditor Agreement which may be amended from time to time pursuant to the provisions thereof and this Indenture. Without limiting the foregoing, each Holder, by accepting a Senior Note, acknowledges and agrees that its rights to payment of the obligations evidenced by the Senior Notes and the Guarantees may be subject to the terms of any such Intercreditor Agreement and agrees that the Trustee is hereby irrevocably authorized and directed to execute, deliver and perform such Intercreditor Agreement, in accordance with their respective terms and, without limitation, expressly authorizes the Trustee to appoint the "Joint Collateral Agent" (as such term is defined in the Intercreditor Agreement, and until herein the Discharge "Collateral Agent") pursuant to such Intercreditor Agreement and upon the terms thereof. The Trustee agrees that in the event of Fixed Asset Obligations (as defined in any conflict between this Indenture and the Intercreditor Agreement), (i) except for express requirements the provisions of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateralshall control; provided, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the that no provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral such Intercreditor Agreement shall be deemed to be satisfied if such Loan Party complies limit or subordinate the Trustee's right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee's right to require Officers' Certificates or Opinions of Counsel in accordance with the requirements provisions of this Indenture. The provisions of this Section shall be expressly for the benefit of the similar provision holders of the applicable Senior Secured Notes DocumentIndebtedness and may not be amended without the consent of the holders of a majority in principal amount thereof (without thereby limiting any other provisions of this Indenture or elsewhere provided for their benefit).

Intercreditor Agreement. The terms of this Agreement Company, the Trustee and the other Loan Documents (other than Collateral Agent are entering into the Intercreditor Agreement), any Lien granted to Agreement which sets forth the Agent pursuant to any Loan Document relative rights of the Trustee and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement)Holders, on the one hand, and the Intercreditor Agreementholders of the Senior Indebtedness, on the other hand, as to the provisions priority of payment of the Intercreditor Agreement Senior Indebtedness over the Senior Notes and related obligations in certain circumstances. As among the Holders, the Collateral shall supersede be held for the provisions equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. The terms of this Agreement Indenture and the Loan Collateral Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Lender Group) shall will be subject to the terms of such Intercreditor Agreement and each Holder, by accepting a Senior Note, agrees to all of the terms and provisions of such Intercreditor Agreement which may be amended from time to time pursuant to the provisions thereof and this Indenture. Without limiting the foregoing, each Holder, by accepting a Senior Note, acknowledges and agrees that its rights to payment of the obligations evidenced by the Senior Notes and the Guarantees may be subject to the terms of any such Intercreditor Agreement and agrees that the Trustee is hereby irrevocably authorized and directed to execute, deliver and perform such Intercreditor Agreement, in accordance with their respective terms. The Trustee agrees that in the event of any conflict between this Indenture and the Intercreditor Agreement, and until the Discharge provisions of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateralshall control; provided, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the that no provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral such Intercreditor Agreement shall be deemed to be satisfied if such Loan Party complies limit or subordinate the Trustee's right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee's right to require Officers' Certificates or Opinions of Counsel in accordance with the requirements provisions of this Indenture. The provisions of this Section shall be expressly for the benefit of the similar provision holders of the applicable Senior Secured Notes DocumentIndebtedness and may not be amended without the consent of the holders of a majority in principal amount thereof (without thereby limiting any other provisions of this Indenture or elsewhere provided for their benefit).

Intercreditor Agreement. The terms of this Agreement Notwithstanding anything herein to the contrary, the lien and the other Loan Documents (other than the Intercreditor Agreement), any Lien security interest granted to the Collateral Agent pursuant to any Second Lien Loan Document and the exercise of any right or remedy by the Collateral Agent hereunder or under any other Second Lien Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any inconsistency conflict between the provisions terms of this Agreement and the Loan Documents (other than the Intercreditor Agreement), on the one hand, and the Intercreditor Agreement, on the this Agreement and any other handSecond Lien Loan Document, the provisions terms of the Intercreditor Agreement shall supersede the provisions of this Agreement govern and the Loan Documents (other than the Intercreditor Agreement)control with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Lender GroupSecured Parties) shall be subject to the terms of the Intercreditor Agreement, and until the Discharge of Fixed Asset the First Lien Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Second Lien Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s Parties’ obligations under the Senior Secured Notes First Lien Loan Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of any Loan Party hereunder or under any other Second Lien Loan Document with respect to the delivery or control of any Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx bxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in respect of any Fixed Asset Priority Collateral Person shall be deemed to be satisfied if such the Loan Party complies with the requirements of the similar provision of the applicable Senior Secured Notes First Lien Loan Document. Until the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement), the Collateral Agent may not require any Loan Party to take any action (or omit to take any action) with respect to the creation, perfection or priority of its security interest, whether pursuant to the express terms hereof or of any other Second Lien Loan Document or pursuant to the further assurances provisions hereof or any other Second Lien Loan Document, unless the collateral agent under the First Lien Loan Documents shall have required such Loan Party to take similar action (or omitted to take such similar action), and delivery of any Collateral to the collateral agent under the First Lien Loan Documents pursuant to the First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Second Lien Loan Document.