Common use of Intercreditor Agreements Clause in Contracts

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement to permit contemplated hereunder. In addition, each Secured Party hereby authorizes the incurrence of any Specified Indebtedness permitted to be secured by Administrative Agent and the Collateral hereunderAgent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any 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 or permitted by this Agreement. Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Secured Parties hereby, and by their acceptance of the benefits of the Loan Documents: (a) irrevocably authorize and direct each of the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver the Initial Intercreditor Agreement, (b) acknowledge that the obligations of the Borrowers and the Guarantors under any Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Incremental Equivalent Debt and other Indebtedness permitted by Section 7.2 that is secured by Permitted Liens, and with respect to which such Indebtedness and/or Liens this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, or that such Indebtedness shall or may be secured on a pari passu or junior basis to the Liens securing the Obligations, may be secured by Liens on assets of the Borrowers and the Guarantors that constitute Collateral and (c) irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, without any further consent, authorization or other action by such Secured Party (i) any such intercreditor, subordination, collateral trust or similar agreement (and any amendments, amendments and restatements, restatements or waivers of, or supplements or other modifications to, any such agreement or arrangement permitted under this Agreement) constituting an Acceptable Intercreditor Agreement and (ii) any documents, certificates or other instruments in connection therewith, and any such intercreditor, subordination, collateral trust or similar agreement will be binding upon the Secured Parties. Each of the Lenders, the Issuing Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) consents to the Term Loan treatment of Liens to be provided for under the Intercreditor AgreementAgreements, (ii) any First Lien Intercreditor Agreement with agrees that, upon the Senior Representative(s) execution and delivery thereof, such Secured Party will be bound by the provisions of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, as if it were a signatory thereto and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions ofof any Intercreditor Agreement and (iii) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. Except as otherwise expressly set forth herein or in any Security Document, if entered into and if applicableno Qualified Counterparty or Cash Management Provider that obtains the benefits of Section 9.5, any Intercreditor Agreement. The foregoing Guarantee or any Collateral by virtue of the provisions are intended as an inducement hereof or of any Guarantee or any Security Document shall have any right to notice of any action or to consent to, direct or object to any provider action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Parties and such persons are intended third-party beneficiaries Documents. Notwithstanding any other provisions of such provisions. Further, upon request of this Section 10 to the Borrowercontrary, the Administrative Agent shall enter intonot be required to verify the payment of, or amendthat other satisfactory arrangements have been made with respect to, any Intercreditor Agreement to permit Obligations arising under Cash Management Agreements and Hedge Agreements unless the incurrence Administrative Agent has received written notice of any Specified Indebtedness permitted to be secured by such Obligations, together with such supporting documentation as the Collateral hereunderAdministrative Agent may request, from the applicable Qualified Counterparty or Cash Management Provider, as the case may be.

Intercreditor Agreements. The Lenders Each party hereto agrees that the Senior Secured Parties (as among themselves) and the Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First Lien Agent or Second Priority Agent governing the rights, benefits and privileges as among the Senior Secured Parties or the Second Priority Secured Parties, as the case may be, in respect of the Common Collateral, this Agreement and the other Senior Collateral Documents or Second Priority Collateral Documents, as the case may be, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as (A) the terms thereof do not violate or conflict with the provisions of this Agreement or the other Senior Collateral Documents or Second Priority Collateral Documents, as the case may be, (B) in the case of any such intercreditor agreement (or similar arrangement) affecting any Senior Secured Parties, the First Lien Agent acting on behalf of such Senior Secured Parties hereby irrevocably authorize agrees in its sole discretion to enter into any such intercreditor agreement (or similar arrangement) and instruct (C) in the Administrative Agent to, without any further consent case of any such intercreditor agreement (or similar arrangement) affecting the Senior Secured Parties holding Senior Lender Claims under the Credit Agreement, such intercreditor agreement (or similar arrangement) is permitted under the Credit Agreement or the Required Lenders otherwise authorize the applicable First Lien Agent to enter into any such intercreditor agreement (or similar arrangement). Notwithstanding the preceding clauses (B) and (C), to the extent that the applicable First Lien Agent is not authorized by the Required Lenders to enter into any such intercreditor agreement (or similar arrangement ) or does not agree to enter into such intercreditor agreement (or similar arrangement ), such intercreditor agreement (or similar arrangement) shall not be binding upon the applicable First Lien Agent but, subject to the immediately succeeding sentence, may still bind the other parties party thereto. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other Secured PartySenior Collateral Document or Second Priority Collateral Document, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) provisions of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any the other Senior Collateral Documents and Second Lien Intercreditor Agreement Priority Collateral Documents shall remain in full force and effect in accordance with the Senior Representative(s) of terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the holders of Indebtedness secured by a Lien permitted hereunder and intended terms thereof, including to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement give effect to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 intercreditor agreement (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundersimilar arrangement)).

Intercreditor Agreements. The Lenders Collateral Agent is authorized and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent directed to, without any further consent to the extent required or permitted by the terms of any Lender or any other Secured Partythe Loan Documents, (x) enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreementany Collateral Document, (ii) any First Lien Senior Pari Passu Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and Agreement, (iii) any Second Lien Senior/Junior Intercreditor Agreement or (iv) any other intercreditor agreement contemplated hereunder or (y) 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 Senior Representative(s) incurrence by any Loan Party of the holders any Indebtedness of such Loan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, in order to permit such Indebtedness to be secured by a Lien permitted hereunder and intended to valid, perfected lien on the Collateral (with such priority as may be junior designated by such Loan Party, to the Liens securing 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) and each of the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (xa) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any intercreditor agreement contemplated hereunder (if entered into) and (b) hereby authorizes and instructs the Collateral Agent to enter into and if applicableany Senior Pari Passu Intercreditor Agreement, any Senior/Junior Intercreditor Agreement. The foregoing provisions are intended as an inducement Agreement and any other intercreditor agreements 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 incurrence by any provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. FurtherLoan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid, perfected lien on the Collateral hereunder(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.

Intercreditor Agreements. The Each party hereto agrees that the Senior Lenders (as among themselves) and the Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First Lien Agent or Second Priority Agent governing the rights, benefits and privileges as among the Senior Lenders or the Second Priority Secured Parties, as the case may be, in respect of the Common Collateral, this Agreement and the other Secured Parties hereby irrevocably authorize Senior Collateral Documents or Second Priority Collateral Documents, as the case may be, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and instruct waivers with respect to the Administrative Agent toCommon Collateral, without any further consent in each case so long as (A) the terms thereof do not violate or conflict with the provisions of this Agreement or the other Senior Collateral Documents or Second Priority Collateral Documents, as the case may be, (B) in the case of any Lender such intercreditor agreement (or similar arrangement) affecting any other Secured PartySenior Lenders, the First Lien Agent acting on behalf of such Senior Lenders agrees in its sole discretion, or is otherwise obligated pursuant to the terms of the applicable Senior Collateral Documents, to enter into any such intercreditor agreement (or acknowledge similar arrangement) and consent to(C) in the case of any such intercreditor agreement (or amendsimilar arrangement) affecting the Senior Lenders holding Senior Lender Claims under the Credit Agreement, renewsuch intercreditor agreement (or similar arrangement) is permitted under the Credit Agreement or the Required Lenders otherwise authorize the applicable First Lien Agent to enter into any such intercreditor agreement (or similar arrangement). If a respective intercreditor agreement (or similar arrangement) exists, extendthe provisions thereof shall not be (or be construed to be) an amendment, supplementmodification or other change to this Agreement, restateand the provisions of this Agreement shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, replace, waive modified or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement supplemented from time to time in accordance with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended terms thereof, including to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement give effect to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 intercreditor agreement (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundersimilar arrangement)).

Intercreditor Agreements. The Lenders Purchaser Representative is authorized by the Purchasers and the each other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent Party to, without any further consent of any Lender or any other Secured Partyand shall, enter into the Second Lien Intercreditor and Subordination Agreement, any other Intercreditor Agreement and any other intercreditor, subordination, collateral trust or similar agreement contemplated hereby with respect to any (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify Indebtedness that is (i) the Term Loan Intercreditor Agreement, required or permitted to be subordinated hereunder and/or (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a any Lien permitted hereunder and intended (b) which contemplates an intercreditor, subordination, collateral trust or similar agreement (any such other intercreditor, subordination, collateral trust and/or similar agreement, which intercreditor, subordination, collateral trust and/or similar agreement shall be reasonably acceptable to the Required Purchasers, an “Additional Agreement”), and the Secured Parties party hereto acknowledge that any Intercreditor Agreement and any other Additional Agreement is binding upon them. Each Purchaser and each other Secured Party party hereto hereby (a) agrees that it will be pari passu with bound by, and will not take any action contrary to, the provisions of any Intercreditor Agreement or any other Additional Agreement and (b) authorizes and instructs the Purchaser Representative to enter into any Intercreditor Agreement and/or any other Additional Agreement and to subject the Liens on the Collateral securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreementthereof. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Purchasers and other Secured Parties to extend credit to the Loan Issuer, and the Purchasers and the other Secured Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of and/or any Specified Indebtedness permitted to be secured by the Collateral hereunderother Additional Agreement.

Intercreditor Agreements. The Lenders (a) Reference is made to the Notes Intercreditor Agreement and the other New Senior Secured Parties hereby irrevocably authorize and instruct Notes Intercreditor Agreement. Each Lender (and, by its acceptance of the Administrative Agent to, without any further consent benefits of any Lender or any Collateral Document, each other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify hereunder (i) acknowledges that it has received a copy of the Term Loan Notes Intercreditor Agreement and the New Senior Secured Notes Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered of the Notes Intercreditor Agreement or the New Senior Secured Notes Intercreditor Agreement and (iii) authorizes and instructs the Collateral Agent to enter into and if applicable, any the Notes Intercreditor Agreement. , the New Senior Secured Notes Intercreditor Agreement and any Customary Intercreditor Agreement, in each case as Collateral Agent and on behalf of such Lender or other Secured Party. (b) The foregoing provisions Secured Parties agree, for the express benefit of the Ratably Secured Existing Notes Indenture Trustee and the holders of the Ratably Secured Existing Notes (each of whom are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-third party beneficiaries of such provisions. Furtherthis Section 10.20), upon request of that the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured Liens created by the Collateral hereunderDocuments in favor of the Secured Parties over the First Lien Shared Collateral shall at all times be secured on an equal basis, ranking ratably and pari passu, with any Liens on the First Lien Shared Collateral granted by the Ratably Secured Existing Notes Issuer and any Ratably Secured Existing Notes Guarantors in favor of the Ratably Secured Existing Notes Indenture Trustee securing the Ratably Secured Existing Notes and all other obligations under the Ratably Secured Existing Notes Indenture, irrespective of: (i) the time or order of creation, execution, delivery, attachment or perfection of such Liens; (ii) the method of perfection of such Liens; (iii) the time or order of registration or filing of financing statements, land registration forms or other recordings of such Liens; (iv) the giving of or failure to give notice of the acquisition of any additional Liens; (v) the date or dates of any existing or future advance or advances made or other credit accommodation granted or services provided by the Secured Parties or the holders of the Ratably Secured Existing Notes; (vi) the date or dates of any default or Event of Default in respect of the Obligations or the date or dates of any default in respect of the obligations under the Ratably Secured Existing Notes Indenture or, in each case, any security granted in respect thereof; (vii) the date of crystallization of any floating charge created by such Liens; (viii) the date of commencement of enforcement proceedings under this Agreement or the Ratably Secured Existing Notes Indenture or the respective security agreements securing the obligations thereunder; or (ix) the priorities otherwise accorded to such Liens by any applicable Laws. (c) Each Lender (and, by its acceptance of the benefits of any Collateral Document, each other Secured Party) hereunder (i) authorizes and instructs the Collateral Agent, as Collateral Agent and on behalf of such Lender or other Secured Party, to enter into one or more intercreditor agreements from time to time with the Ratably Secured Existing Notes Indenture Trustee (collectively, the “Ratably Secured Existing Notes Intercreditor Agreement”) that provide for, inter alia, substantially the same rights referred to in Section 10.20(b) and covering any other matters incidental thereto, including provisions relating to the release of the Liens granted in favor of the Ratably Secured Existing Notes Indenture Trustee, and (ii) agrees that it will be bound by and will take no actions contrary to the provisions of any such Ratably Secured Existing Notes Intercreditor Agreement.

Intercreditor Agreements. The Lenders Each Lender party hereto understands, acknowledges and agrees that it is the intention of the parties hereto that each of the Finance Obligations, the Term Finance Obligations and the other Second Lien Obligations are intended to constitute a distinct and separate class from the other, and, as between each of the ABL Credit Parties, the Term Secured Parties hereby irrevocably authorize and instruct the Administrative Agent toSecond Lien Secured Parties, without any further consent it is the intention of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the parties that (i) the Finance Obligations (including all post-petition interest with respect thereto) have a first priority security interest in all ABL Priority Collateral, the Term Loan Intercreditor Agreement, Finance Obligations (including all post-petition interest with respect thereto) have a second priority security interest in all ABL Priority Collateral and the Second Lien Obligations (including all post-petition interest with respect thereto) have a third priority security interest in all ABL Priority Collateral and (ii) any First the Term Finance Obligations (including all post-petition interest with respect thereto) have a first priority security interest in all Term Priority Collateral, the Second Lien Obligations (including all post-petition interest with respect thereto) have a second priority security interest in all Term Priority Collateral and that the Finance Obligations (including all post-petition interest with respect thereto) have a third priority security interest in all Term Priority Collateral. Each Lender further understands, acknowledges and agrees that (i) the provisions setting forth the priorities as between the ABL Credit Parties and the Term Secured Parties (as representative for themselves and the Second Lien Secured Parties) are set forth in the ABL/Term Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iiiii) any the provisions setting forth the priorities as between the Term Secured Parties and the Second Lien Secured Parties are set forth in the Term Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Each Lender and the other Secured Parties hereby agrees that it will be bound by, and will take no actions contrary to to, the provisions of, if entered of the ABL/Term Intercreditor Agreement. Each Lender authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents and if applicable, any the ABL/Term 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 Collateral Documents and the ABL/Term Intercreditor Agreement. The foregoing provisions of this Section 10.19 are not intended as an inducement to any provider summarize all relevant provisions of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit the Intercreditor Agreements. Reference must be made to the Loan Parties Intercreditor Agreements to understand all terms and such persons are intended third-party beneficiaries of such provisionsconditions thereof. Further, upon request Each Lender is responsible for making its own analysis and review of the BorrowerABL/Term Intercreditor Agreement and the terms and provision thereof, and neither the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by nor the Collateral hereunderAgent 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 ABL/Term Intercreditor Agreement.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct Each of the Administrative Agent and the Mexican Collateral Agent is authorized to enter into any Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, without and extensions, restructuring, renewals, replacements of, such agreements in connection with the incurrence by any further consent Loan Party of any Lender Permitted First Priority Refinancing Debt or any other Secured PartyPermitted Junior Priority Refinancing Debt, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of in order to permit such Indebtedness to be secured by a valid, perfected Lien permitted hereunder and intended to (with such priority as may be pari passu with designated by the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior Borrower or relevant Restricted Subsidiary, to the Liens securing extent such priority is permitted by the Secured Obligations under this Agreement. The Lenders Loan Documents)), and the other Secured Parties irrevocably agree Lenders acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof any Intercreditor Agreement and hereby authorizes and instructs each of the Administrative Agent and the Mexican Collateral Agent to enter into, if entered into and if applicable, any Intercreditor AgreementAgreement (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 Permitted First Priority Refinancing Debt or any Permitted Junior Priority Refinancing Debt, in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrower or relevant Restricted Subsidiary, 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. The foregoing provisions are intended as an inducement to any potential provider of any secured Specified Indebtedness not prohibited by Section 6.01 Permitted First Priority Refinancing Debt or Section 6.02 hereof any Permitted Junior Priority Refinancing Debt to extend credit to the Loan Parties Borrower and such persons Persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Administrative Agent is hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Lender (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Intercreditor Agreements, if entered (b) hereby authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreements and if applicableto subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the Collateral Documents or a Customary Intercreditor Agreement to effect the provisions contemplated by clause (ii) of the definition of “Permitted Liens.” In addition, each Lender hereby authorizes the Administrative Agent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any 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 or permitted by Section 7.01 of this Agreement. Each Lender acknowledges and agrees that any of the Administrative Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Senior Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto and/or under the Crossing Lien Intercreditor Agreement, the Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any provider Agent or any of its affiliates any secured Specified Indebtedness not prohibited by Section 6.01 claims, causes of action, damages or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries liabilities of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, whatever kind or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundernature relating thereto.

Intercreditor Agreements. The Lenders Each Lender hereby authorizes and the other Secured Parties hereby irrevocably authorize and instruct directs the Administrative Agent to, without any further consent of any Lender or any other Secured Party, (a) to enter into (or acknowledge the Intercreditor Agreements on its behalf, perform the Intercreditor Agreements on its behalf and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) take any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower actions thereunder as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into determined by the Administrative Agent shall to be binding on necessary or advisable to protect the Secured Partiesinterest of the Lenders, and each Lender and agrees to be bound by the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request terms of the Borrower, Intercreditor Agreements and (b) to enter into any other intercreditor agreement reasonably satisfactory to the Administrative Agent shall enter intoon its behalf, perform such intercreditor agreement on its behalf and take any actions thereunder as determined by the Administrative Agent to be necessary or amendadvisable to protect the interests of the Lenders, any in each case with respect to this clause (b) which intercreditor agreement is expressly required under this Agreement or the Administrative Agent deems 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 the ABL/Fixed Asset Intercreditor Agreement governs, among other things, Lien priorities and rights of the Lenders and the ABL Secured Parties (as defined in the ABL/Fixed Asset Intercreditor Agreement) with respect to permit the incurrence of any Specified Indebtedness permitted to be secured by Collateral, including the Collateral hereunderABL Priority Collateral.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, is authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Subordination Agreement (iiif entered into), any other Intercreditor Agreement and 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 Loan Party of any Indebtedness (or any Permitted Refinancing of the foregoing) permitted hereunder that is unsecured or permitted to be secured by all or a portion of the Collateral hereunder, as applicable (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) if entered into), any Second Junior Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the (if entered into), any Subordination Agreement (if entered into), any other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) and/or any Intercreditor Agreement other intercreditor agreement entered into by the Administrative Agent shall in connection herewith, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any First Lien Intercreditor Agreement (if entered into), any Junior Lien Intercreditor Agreement (if entered into), any Subordination Agreement (if entered into), any other Intercreditor Agreement and/or any other intercreditor agreement entered into in connection herewith and (b) hereby authorizes and instructs the Administrative Agent to enter into, if applicable, any First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement , any Junior Lien Intercreditor Agreement (if entered into), any Subordination Agreement (if entered into), any other Intercreditor Agreement and/or any other intercreditor agreement contemplated hereby (on terms reasonably satisfactory to the Administrative Agent) (and any provider 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 secured Specified Indebtedness not prohibited by Section 6.01 (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request any Permitted Refinancing of the Borrower, the Administrative Agent shall enter into, foregoing) permitted hereunder that is unsecured or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by all or a portion of the Collateral hereunderhereunder (with such priority as may be designated by the Borrower or relevant Subsidiary, 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.

Intercreditor Agreements. The Agents are hereby authorized to enter into the ABL Intercreditor Agreement and any other usual and customary intercreditor or subordination agreements or arrangements approved in writing by the Required Lenders (for purposes of this paragraph, the “Intercreditor Agreements”) to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by each such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Lender (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof each Intercreditor Agreement at any time existing and (b) hereby authorizes and instructs the Agents to enter into the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, if entered as the case may be. In addition, but in conformance with the terms hereof, each Lender hereby authorizes the Agents to enter into (i) any amendments to the Intercreditor Agreements and if applicable(ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent approved in writing by the Required Lenders and required to give effect to the establishment of intercreditor rights and privileges as contemplated and required by Section 8.16 of this Agreement. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against the Agent or any of its Affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. Each Lender hereby acknowledges and agrees that the provisions of Section 13.4 of this Agreement shall apply with equal effect to any such Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Collateral Agent to, without any further consent of any Lender or any other Secured Party, is authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) Agreement, any Second Junior Lien Intercreditor Agreement and 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 Senior Representative(s) incurrence by any Loan Party of any Indebtedness (or any Permitted Refinancing of the holders of Indebtedness foregoing) that is permitted to be secured by all or a Lien permitted portion of the Collateral hereunder and intended to (with such priority as may be junior designated by the Borrower or relevant Subsidiary, to the Liens securing extent such priority is permitted by the Secured Obligations under this Agreement. The Lenders Loan Documents)), and the other Secured Parties irrevocably agree parties hereto acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (yif entered into) and/or any Intercreditor Agreement other intercreditor arrangements entered into by the Administrative Agent shall in connection herewith, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any First Lien Intercreditor Agreement (if entered into), any Junior Lien Intercreditor Agreement (if entered into) and/or any other intercreditor arrangements entered into in connection herewith and (b) hereby authorizes and instructs the Collateral Agent to enter into, if applicable, any First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement , any Junior Lien Intercreditor Agreement (if entered into) and any other intercreditor agreement contemplated hereby (on terms reasonably satisfactory to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter intoand the Collateral Agent) (and any amendments, amendments and restatements, restatements or amendwaivers of or supplements to or other modifications to, any Intercreditor Agreement to permit such agreements in connection with the incurrence by any Loan Party of any Specified Indebtedness (or any Permitted Refinancing of the foregoing) that is permitted to be secured by all or a portion of the Collateral hereunderhereunder (with such priority as may be designated by the Borrower or relevant Subsidiary, 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.

Intercreditor Agreements. The Lenders and (a) At the other Secured Parties hereby irrevocably authorize and instruct request of the Administrative Agent toCompany, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement in connection with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into incurrence by the Administrative Agent shall be binding on Company or the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider Restricted Subsidiaries of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be Incurred under Sections 4.09 and 4.12, including First Lien Obligations that are secured by a First Lien, Other Pari Passu Lien Obligations and Indebtedness that is secured by a junior priority lien, the Company, the relevant Restricted Subsidiaries, the Trustee, the Collateral Agent and the International Security Agent shall enter into with the holder of such Indebtedness (or their duly authorized representatives) an Applicable Intercreditor Agreement or an intercreditor agreement (“Additional Intercreditor Agreement”) on substantially the same terms as an Applicable Intercreditor Agreement (or terms not materially less favorable to the Holders of the Notes), including substantially the same terms with respect to the limitation on enforcement and release of Guarantees; provided, that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Collateral Agent or the International Security Agent, or adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Agent or the International Security Agent under this Indenture or the Intercreditor Agreements. (b) At the direction of the Company and without the consent of the Holders of the Notes, the Trustee, the Collateral Agent or the International Security Agent shall from time to time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, mistake, defect or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be incurred by the Company or a Restricted Subsidiary (including, with respect to the Intercreditor Agreement or any Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add parties to the Intercreditor Agreement or an Additional Intercreditor Agreement, including Guarantors, or successors, including successor trustees or other representatives, (4) secure the Notes (or any Indebtedness of the Company or any Guarantor which is expressly subordinated to the Notes or any Subsidiary Guarantee, to the extent permitted hereunder), (5) make provision for equal and ratable pledges of any collateral to secure the Notes or (6) make any other change to any such agreement that does not adversely affect the Notes in any material respect. The Company shall not otherwise direct the Trustee to enter into the amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders representing a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 and the Company may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement. (c) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein). A copy of the Intercreditor Agreement shall be made available for inspection during normal business hours on any Business Day upon prior written request at the offices of the Trustee and, for so long as any Notes are admitted to trading on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market thereof, at the offices of a Transfer Agent in Luxembourg.]

Intercreditor Agreements. The Lenders (a) Notwithstanding anything to the contrary contained herein, the lien and security interest granted to the Mortgagee pursuant to this Mortgage and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent exercise of any Lender right or remedy by the Mortgagee hereunder are subject to the provisions of any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien applicable Intercreditor Agreement with (as defined in the Guarantee and Collateral Agreement). The Mortgagee acknowledges and agrees that the relative priority of the Liens granted to the Mortgagee, any Agent and any Additional Agent (as such terms are defined in the applicable Intercreditor Agreements (as defined in the Guarantee and Collateral Agreement)) shall be determined solely pursuant to the applicable Intercreditor Agreements (as defined in the Guarantee and Collateral Agreement), and not by priority as a matter of law or otherwise. (b) The liens granted pursuant to this Mortgage shall, prior to the Discharge of Additional Obligations (as defined in the Guarantee and Collateral Agreement) that are Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder Priority Obligations (as defined in the Guarantee and intended to Collateral Agreement), be pari passu with and equal in priority to the Liens securing liens granted to any Additional Agent (as defined in the Secured Obligations under this Agreement Guarantee and (iiiCollateral Agreement) any Second Lien Intercreditor Agreement with for the Senior Representative(s) benefit of the holders of Indebtedness secured by a Lien permitted hereunder the applicable Additional Obligations (as defined in the Guarantee and intended Collateral Agreement) that are Senior Priority Obligations to be junior secure such Additional Obligations that are Senior Priority Obligations pursuant to the Liens securing applicable Additional Collateral Documents (as defined in the Guarantee and Collateral Agreement) (except as may be separately otherwise agreed between the Collateral Agent (as defined in the Guarantee and Collateral Agreement), on behalf of itself and the Secured Obligations under this Parties (as defined in the Guarantee and Collateral Agreement. The Lenders ), and any Additional Agent, on behalf of itself and the other Additional Secured Parties irrevocably agree that (xas defined in the Guarantee and Collateral Agreement) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and represented thereby). (yc) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary Subject to the provisions ofof the applicable Intercreditor Agreements (as defined in the Guarantee and Collateral Agreement), if entered into the lien of the Mortgage and if applicable, security interest granted hereunder are expressly senior and superior to the lien and security interest granted (i) to any Agent (as defined in any applicable Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit ) pursuant to the Loan Parties Documents and (ii) to any Additional Agent pursuant to any Additional Documents (as such persons terms are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, defined in any applicable Intercreditor Agreement to permit (as defined in the incurrence of any Specified Indebtedness permitted to be secured by the Guarantee and Collateral hereunderAgreement)).

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) Any of the Term Obligations of the Credit Parties under the Loan Intercreditor AgreementDocuments for any reason shall cease to be (x) “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any document governing Junior Debt, (iiy) “Controlling Senior Obligations,” “Initial Credit Agreement Obligations” or “Senior Obligations” (or any comparable term) under, and as defined in, any First Lien Intercreditor Agreement with or (z) “First Lien Credit Agreement Obligations” or “Senior Obligations” (or any comparable term) under, and as defined in, the Senior Representative(sIntercreditor Agreement or (ii) of Indebtedness secured by a Lien permitted hereunder and intended the subordination provisions set forth in any document governing Junior Debt shall, in whole or in part, cease to be pari passu with the Liens securing the Secured Obligations under this Agreement effective or cease to be legally valid, binding and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of enforceable against the holders of Indebtedness secured by a Lien permitted hereunder such Junior Debt, if applicable. Then, and intended to in any such event, and at any time thereafter, if any Event of Default shall then be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) continuing, the Administrative Agent may rely exclusively on a certificate with the consent of an Officer and, upon the written request of the Majority Lenders, shall, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower or any other Credit Party, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to whether the Liens governed by such Intercreditor Agreement and Borrower, the priority result that would occur upon the giving of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into written notice by the Administrative Agent as specified in clauses (a), (b) and (c) below shall be binding on occur automatically without the Secured Partiesgiving of any such notice): (a) declare the Total Commitment and Swingline Commitment terminated, and whereupon the Commitment of each Lender and the Swingline Lender, as the case may be, shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable without any other Secured Parties notice of any kind, (b) declare the principal of and any accrued interest and fees in respect of any or all Loans and any or all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby agrees that it will take no actions contrary waived by the Borrower, and/or (c) demand cash collateral in respect of any outstanding Letter of Credit pursuant to Section 3.7(b) in an amount equal to the provisions ofaggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, if entered into after the occurrence and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as during the continuance of an inducement to any provider Event of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerDefault, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit and the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderLenders will have all other rights and remedies available at law and equity.

Intercreditor Agreements. (1) The Lenders Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreements (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent modifications to, without such agreements in connection with the incurrence by any further consent Loan Party of any Lender Permitted Pari Passu Secured Refinancing Debt or any other Permitted Junior Secured PartyRefinancing Debt, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of in order to permit such Indebtedness to be secured by a Lien permitted hereunder and intended to valid, perfected lien (with such priority as may be pari passu with designated by the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior Borrower or relevant Subsidiary, to the Liens securing extent such priority is permitted by the Secured Obligations under this Agreement. The Lenders Loan Documents)), and the other Secured Parties irrevocably agree Lenders acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall Agreements will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, Intercreditor Agreements and (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements (and any amendments, amendments and restatements, restatements or amendwaivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Intercreditor Agreement Loan Party of any Permitted Pari Passu Secured Refinancing Debt or any Permitted Junior Secured Refinancing Debt, in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral hereundersecuring the Obligations to the provisions thereof. (2) Pursuant to the express terms of the Intercreditor Agreements, in the event of any conflict or inconsistency between the provisions of the Intercreditor Agreements and this Agreement, the provisions of the Intercreditor Agreements shall govern and control.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent tois authorized to enter into any intercreditor, without any further consent of any Lender subordination or collateral trust agreement contemplated hereby with respect to Indebtedness or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify obligation that is (i) the Term Loan Intercreditor Agreementrequired or permitted to be subordinated hereunder or that otherwise is to be subject to an intercreditor, subordination or collateral trust arrangement and/or (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder Liens and intended to be pari passu with which Indebtedness or obligation contemplates an intercreditor, subordination or collateral trust agreement (any such intercreditor, subordination or collateral trust agreement, including the Liens securing Collateral Trust Agreement, an “Additional Agreement”), and the Secured Obligations under this Parties acknowledge that any Additional Agreement and is binding upon them. Each Secured Party (iiia) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by, and will not take no actions any action contrary to, the provisions of any Additional Agreement and (b) hereby authorizes and instructs the Administrative Agent to enter into any Additional Agreement, to subject the Liens on the Collateral securing the Obligations to the provisions ofthereof, if entered into to take such actions as it deems appropriate in furtherance of the intent and if applicablepurposes of such Additional Agreement, including exercising its rights or obligations (or those of the Secured Parties) thereunder (including directing the Collateral Trustee under the Collateral Trust Agreement) and providing any Intercreditor Agreementindemnities to the trustee or similar agent thereunder on behalf of the Secured Parties in order for such trustee or agent to take any applicable action thereunder. The foregoing provisions are intended as an inducement to Secured Parties agree that in the event of a conflict between the Loan Documents (other than any provider of Additional Agreement) and the Additional Agreement, the Additional Agreement shall control. References in any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit Loan Document relating to the Loan Parties and such persons are intended third-party beneficiaries delivery of such provisions. Further, upon request of the Borrower, collateral to or collateral held by the Administrative Agent (or references of similar effect), shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted as applicable be deemed to be secured references to the Collateral Trustee or such other Person designated by the Collateral hereunderAdministrative Agent to hold the Liens securing the Obligations pursuant to any Additional Agreement, as applicable.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Each Agent is authorized to, without any further consent and at the request of any Lender or any other Secured Partythe Parent Borrower will, enter into (or acknowledge any Acceptable Intercreditor Agreement and consent to) or amendany other intercreditor arrangements required hereunder, renewin each case, extendwith respect to Indebtedness, supplement, restate, replace, waive or otherwise modify that is (i) the Term Loan required or permitted to be incurred hereunder and for which accession to an Acceptable Intercreditor Agreement, Agreement is required and/or (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder Liens and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this such intercreditor, subordination or collateral trust agreement, an “Additional Agreement. The Lenders ”), and the other Secured Parties irrevocably agree parties hereto acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such any Acceptable Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Additional Agreement entered into by the Administrative Agent shall be is binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties Issuing Bank (a) hereby agrees that it will be bound by, and will not take no actions any action contrary to, the provisions of any Acceptable Intercreditor Agreement and any Additional Agreement and (b) hereby authorizes and instructs the Agent to enter into any Acceptable Intercreditor Agreement and any Additional Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions of, if entered into and if applicable, any Intercreditor Agreementthereof. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Secured Parties to extend credit to the Loan Borrowers, and the Secured Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any Acceptable Intercreditor Agreement to permit the incurrence of and any Specified Indebtedness permitted to be secured by the Collateral hereunderAdditional Agreement.

Intercreditor Agreements. The Lenders Agent and the other Secured Parties Collateral Agent are hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Initial Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited any other usual and (y) any Intercreditor Agreement entered into customary intercreditor or subordination agreements or arrangements approved in writing by the Administrative Agent shall be binding on Required Lenders (for purposes of this paragraph, any such agreement, an “Intercreditor Arrangement”) to the Secured Partiesextent contemplated by the terms hereof, and the parties hereto acknowledge that each Intercreditor Arrangement is binding upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof each Intercreditor Arrangement at any time existing and (b) hereby authorizes and instructs each of the Agent and the Collateral Agent to enter into Intercreditor Arrangements approved by the Agent and Required Lenders and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, if entered as the case may be. In addition, but in conformance with the terms hereof, each Lender hereby authorizes each of the Agent and the Collateral Agent to enter into (i) any amendments to the Intercreditor Arrangements and if applicable(ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent approved in writing by the Required Lenders and required to give effect to the establishment of intercreditor rights and privileges as contemplated and/or required by this Agreement. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against the Agent, the Collateral Agent or any of their respective Affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. Each Lender hereby acknowledges and agrees that the provisions of Section 13.25 of this Agreement shall apply with equal effect to any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderArrangement.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Security Agreement and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent exercise of any Lender right or remedy by the Collateral Agent hereunder, are subject to the provisions of any other Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Security Agreement, the terms of any Intercreditor Agreement shall govern and control. No right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of any such 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 Secured Party, enter into (or acknowledge and consent toParties) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, (ii) any First Junior Lien Intercreditor Agreement and any Pari Intercreditor Agreement, and, with respect to the ABL Priority Collateral until the Discharge of ABL Obligations, any obligation of the Grantors hereunder or under any other Security Document with respect to the delivery of, or granting control over, any 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 connection with any ABL Priority Collateral shall be deemed to be satisfied if the Grantors comply with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) requirements of the holders similar provision of Indebtedness secured by a Lien permitted hereunder and intended to be junior the applicable ABL Collateral Documents. Until the Discharge of ABL Obligations, the delivery of any ABL Priority Collateral to the Liens securing ABL Agent pursuant to the Secured Obligations ABL Collateral Documents shall satisfy any delivery requirement hereunder or under this Agreementany other Security Document. The Lenders Furthermore, at all times prior to the Discharge of ABL Obligations, the Collateral Agent is authorized by the parties hereto and by the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority effect transfers of such Liens as contemplated thereby are not prohibited ABL Priority Collateral at any time in its possession (and (yany “control” or similar agreements with respect to such ABL Priority Collateral) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderABL Agent.

Intercreditor Agreements. The Lenders (a) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document: (a) the Liens granted to the Collateral Agent in favor of the Secured Parties pursuant to the Loan Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the Customary Intercreditor Agreements then in effect, (b) in the event of any conflict between the express terms and provisions of this Agreement or any other Secured Parties hereby irrevocably authorize Loan Document, on the one hand, and instruct of any Customary Intercreditor Agreements then in effect, on the other hand, the terms and provisions of the relevant Customary Intercreditor Agreements shall control; provided, however, that (i) in no event shall any pledged Collateral include assets to the extent a security interest in such assets would result in an investment in “United States property” by a CFC under Section 956 of the Code or would otherwise result in a material adverse tax consequence to Holdings, Finance, or any other Domestic Subsidiary, as reasonably determined by Holdings in consultation with the Administrative Agent toand (ii) in no event shall any CFC, without Domestic Foreign Holdco or any further consent direct or indirect Subsidiary of any Lender CFC or Domestic Foreign Holdco be held liable for or guarantee any Secured Obligations of Holdings, Finance, or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement Domestic Subsidiary and (iiic) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) each Lender authorizes the Administrative Agent may rely exclusively on a certificate of an Officer of and/or the Borrower as Collateral Agent to whether the Liens governed by execute any such Customary Intercreditor Agreement and the priority on behalf of such Liens as contemplated thereby are not prohibited Lender, and such Lender agrees to be bound by the terms thereof. (yb) any Intercreditor Agreement entered into by Each Secured Party hereby agrees that the Administrative Agent shall and/or Collateral Agent may enter into any intercreditor agreement and/or subordination agreement pursuant to, or contemplated by, the terms of this 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 binding on bound by the Secured Partiesterms thereof and, in each case, consents and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions ofappointment of JPM (or its affiliated designee, if entered into and if applicablerepresentative or agent) on its behalf as collateral agent, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Furtherrespectively, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderthereunder.

Intercreditor Agreements. The Lenders Administrative Agent and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Collateral Agent to, without any further consent of any Lender or any other Secured Party, are authorized to enter into each Intercreditor Agreement and the parties hereto acknowledge that each Intercreditor Agreement is binding upon them. Each Lender (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) hereby consents to the provisions of the Term Loan Loan/Revolving Facility Intercreditor Agreement and each other Intercreditor Agreement, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof any Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Term Loan/Revolving Facility Intercreditor Agreement and, if entered into and if applicable, any other Intercreditor Agreement. The foregoing provisions are intended as an inducement Agreement and to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit subject the Liens on the Collateral securing the Obligations to the Loan Parties and such persons are intended third-party beneficiaries of such provisionsprovisions thereof. Further, upon request of Notwithstanding anything to the Borrowercontrary herein, the Administrative Agent shall and the Collateral Agent, without the consent of any Lender, may enter intointo one or more written amendments, supplements or modifications, in each case, pursuant to procedures and documentation reasonably required by the Administrative Agent or Collateral Agent, to any Intercreditor Agreement as may be required or permitted under the Loan Documents (i) to add other parties (or any authorized agent or representative thereof or trustee therefor) holding Indebtedness that is incurred in compliance with this Agreement that (A) is secured by Liens on the Collateral permitted under this Agreement, (ii) establish the relative priority of the Liens on the Collateral securing such Indebtedness as specified in this Agreement and (iii) to amend, supplement or modify other provisions of any Intercreditor Agreement to permit implement any of the incurrence foregoing as reasonably acceptable to the Administrative Agent or Collateral Agent. The authority provided to the Administrative Agent and Collateral Agent under this Section 9.23 shall be deemed to constitute the approval and consent of the Lenders with respect to the amendments, supplements and modifications described in this Section 9.23 for purposes of any Specified Indebtedness permitted to be secured by the Collateral hereunderIntercreditor Agreement.

Intercreditor Agreements. The Lenders (a) Notwithstanding anything to the contrary herein, the ABL Intercreditor Agreement shall be deemed to be reasonable and the other Secured Parties hereby irrevocably authorize and instruct acceptable to the Administrative Agent toand the Lenders, without and the Administrative Agent and the Lenders shall be deemed to have consented to the use of such intercreditor agreement (and to the Administrative Agent’s execution thereof) in connection with any further consent Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of any Lender its Subsidiaries pursuant to Section 6.01 and expressly contemplated as being subject to the ABL Intercreditor Agreement. Notwithstanding anything to the contrary set forth herein, to the extent the Administrative Agent enters into an ABL Intercreditor Agreement or any other Secured Partyintercreditor agreement in accordance with the terms hereof, enter into (this Agreement will be subject to the terms and provisions of such ABL Intercreditor Agreement or acknowledge other intercreditor agreement. In the event of any inconsistency between the provisions of this Agreement and consent to) any such ABL Intercreditor Agreement or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan other Intercreditor Agreement, (ii) any First Lien the provisions of the ABL Intercreditor Agreement or such other intercreditor agreement govern and control. The Lenders acknowledge and agree that the Administrative Agent is authorized to, and the Administrative Agent agrees that with the Senior Representative(s) of respect to any applicable secured Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations incurred under this Agreement and (iii) any Second Lien expressly contemplated as being subject to such ABL Intercreditor Agreement or such other intercreditor agreement, upon request by the Borrower, it shall, enter into an ABL Intercreditor Agreement or any other intercreditor agreement, as applicable, in accordance with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreementterms hereof. The Lenders and the other Secured Parties irrevocably agree that (x) hereby authorize the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by (a) enter into any such ABL Intercreditor Agreement and or any such other intercreditor agreement, (b) bind the priority of Lenders on the terms set forth in such Liens as contemplated thereby are not prohibited ABL Intercreditor Agreement or any such other intercreditor agreement and (yc) any perform and observe its obligations under such ABL Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the or any such other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderintercreditor agreement.

Intercreditor Agreements. The Lenders Collateral Agent is hereby authorized to enter into any Customary Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien that such Customary Intercreditor Agreement with the Senior Representative(sis binding upon them. Each Lender (a) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Customary Intercreditor Agreement and (b) hereby authorizes and instructs the Collateral Agent to enter into the Customary Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. In addition, if entered each Lender hereby authorizes the Collateral Agent to enter into (i) any amendments to any Customary Intercreditor Agreement, and if applicable(ii) any 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 of this Agreement. Each Lender acknowledges and agrees that (i) Xxxxxx Xxxxxxx Senior Funding, Inc. (or one or more of its affiliates) is acting as “Second Priority Representative” under the First Lien/Second Lien Intercreditor Agreement and (ii) any of the Agents (including Xxxxxx Xxxxxxx Senior Funding, Inc.) (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto and/or under the First Lien/Second Lien Intercreditor Agreement or other Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any provider Agent or any of its affiliates any secured Specified Indebtedness not prohibited by Section 6.01 claims, causes of action, damages or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries liabilities of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, whatever kind or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundernature relating thereto.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Security Agreement and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent exercise of any Lender right or remedy by the Collateral Agent hereunder, are subject to the provisions of any other Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Security Agreement, the terms of any Intercreditor Agreement shall govern and control (except with respect to the provisions hereof describing the Collateral and the Excluded Property, this Security Agreement shall govern and control). No right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of any such 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 Secured Party, enter into (or acknowledge and consent toParties) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, (ii) any First Junior Lien Intercreditor Agreement and any Pari Intercreditor Agreement and, with respect to the ABL Priority Collateral, any obligation of the Grantors hereunder or under any other Security Document with respect to the delivery of, or granting control over, any 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 connection with any ABL Priority Collateral shall be deemed to be satisfied if the Grantors comply with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) requirements of the holders similar provision of Indebtedness secured by a Lien permitted hereunder and intended to be junior the applicable ABL Credit Documents. The delivery of any ABL Priority Collateral to the Liens securing ABL Collateral Agent pursuant to the Secured Obligations ABL Credit Documents shall satisfy any delivery requirement hereunder or under this Agreementany other Security Document. The Lenders Furthermore, the Collateral Agent is authorized by the parties hereto and by the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority effect transfers of such Liens as contemplated thereby are not prohibited ABL Priority Collateral at any time in its possession (and (yany “control” or similar agreements with respect to such ABL Priority Collateral) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the ABL Collateral hereunderAgent.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Pledge Agreement and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent exercise of any Lender right or remedy by the Collateral Agent hereunder, are subject to the provisions of any other Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Pledge Agreement, the terms of such Intercreditor Agreement shall govern and control. No right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of any such 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 Secured Party, enter into (or acknowledge and consent toParties) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, (ii) any First Junior Lien Intercreditor Agreement and any Pari Intercreditor Agreement, and, with respect to the ABL Priority Collateral until the Discharge of ABL Obligations, any obligation of the Pledgors hereunder or under any other Security Document with respect to the delivery of, or granting control over, any 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 connection with any ABL Priority Collateral shall be deemed to be satisfied if the Pledgors comply with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) requirements of the holders similar provision of Indebtedness secured by a Lien permitted hereunder and intended to be junior the applicable ABL Collateral Documents. Until the Discharge of ABL Obligations, the delivery of any ABL Priority Collateral to the Liens securing ABL Agent pursuant to the Secured ABL Collateral Documents shall satisfy any delivery requirement hereunder or under any other Security Document. Furthermore, at all times prior to the Discharge of ABL Obligations under this Agreement. The Lenders or any refinancing in connection therewith, the Collateral Agent is authorized by the parties hereto and by the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority effect transfers of such Liens as contemplated thereby are not prohibited Collateral at any time in its possession (and (yany “control” or similar agreements with respect to such Collateral) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderABL Agent.

Intercreditor Agreements. The Lenders Administrative Agent is authorized to enter into the Intercreditor Agreement and the Pari Debt Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent modifications to, without any further consent and extensions, restructuring, renewals, replacements of, such agreements) in connection with the incurrence of any Lender Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Secured PartyIndebtedness permitted by the terms of this Agreement to be secured by the Collateral on a pari passu or junior priority secured basis, enter into (or and the parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) that each of the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement and the Pari Debt Intercreditor Agreement is (if entered into) binding upon them. Each Lender (a) understands, acknowledges and agrees that Liens may be created on the Collateral pursuant to the documentation relating to any Indebtedness incurred as permitted by this Agreement which is (in accordance with the Senior Representative(sterms hereof) of Indebtedness secured by a Lien permitted hereunder and intended to be secured thereby, on a pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness passu, or junior secured by a Lien permitted hereunder and intended to be junior basis to the Liens securing the Secured Obligations under this Agreement. The Lenders Obligations, which Liens securing any such other Indebtedness shall be subject to the terms and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer conditions of the Borrower as to whether the Liens governed by such Intercreditor Agreement and and/or the priority of such Liens as contemplated thereby are not prohibited and (y) any Pari Debt Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesexecuted and delivered as required hereby, and each Lender and the other Secured Parties (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of the Intercreditor Agreement and/or the Pari Debt Intercreditor Agreement (if entered into into) and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties (c) hereby authorizes and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, instructs the Administrative Agent shall to enter into, or amend, any into the Intercreditor Agreement and the Pari Debt Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to permit or other modifications to, such agreements) in connection with the incurrence of any Specified secured Indebtedness permitted to be secured by the Collateral hereunderas contemplated above.

Intercreditor Agreements. The Lenders Administrative Agent is authorized by each Lender and each other Secured Party to enter into the Initial Intercreditor Agreement, any other Acceptable Intercreditor Agreement and any other intercreditor, subordination, collateral trust or similar agreement contemplated hereby with respect to any (a) Indebtedness (i) that is (A) required or permitted to be subordinated hereunder and/or (B) secured by any Lien and (ii) with respect to which Indebtedness and/or Liens, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement and/or (b) Secured Hedging Obligations and/or Banking Services Obligations, whether or not constituting Indebtedness (any such other intercreditor, subordination, collateral trust and/or similar agreement an “Additional Agreement”), and the Secured Parties party hereto acknowledge that the Initial Intercreditor Agreement, any Acceptable Intercreditor Agreement and any other Additional Agreement is binding upon them. Each Lender and each other Secured Parties Party hereby irrevocably authorize (a) agrees that they will be bound by, and instruct will not take any action contrary to, the provisions of the Initial Intercreditor Agreement, any Acceptable Intercreditor Agreement or any other Additional Agreement and (b) authorizes and instructs the Administrative Agent to, without any further consent of any Lender or any other Secured Party, to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Initial Intercreditor Agreement, (ii) any First Lien Acceptable Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and/or any other Additional Agreement and intended to be pari passu with subject the Liens on the Collateral securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreementthereof. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Secured Parties to extend credit to the Loan Borrower, and the Secured Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amendInitial Intercreditor Agreement, any Acceptable Intercreditor Agreement to permit the incurrence of and/or any Specified Indebtedness permitted to be secured by the Collateral hereunderother Additional Agreement.

Intercreditor Agreements. (a) The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, is authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with and the Senior Representative(sSecond Lien Intercreditor Agreement, and each of the parties hereto acknowledges that each such agreement shall be binding upon it. Each Lender (a) hereby consents to the intercreditor agreements in respect of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens Collateral securing the Secured Obligations under this Agreement and (iii) any on the terms set forth in each of the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement with the Senior Representative(sand any other applicable subordination or intercreditor agreement, (b) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any of each of the First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 , the Second Lien Intercreditor Agreement and each other applicable subordination or Section 6.02 hereof to extend credit to the Loan Parties intercreditor agreement, and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, (c) hereby authorizes and instructs the Administrative Agent to enter into each of the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement and each other applicable subordination or intercreditor agreement, and, without the further consent, direction or other action of any Lender, to enter into any amendments or supplements thereto, in each case solely if the form of the agreement as so amended or supplemented would constitute the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement or any other applicable subordination or intercreditor agreement, as applicable, if being entered into as an original agreement. (b) The provisions of this Section 10.23 are for the sole benefit of the Lenders and the Administrative Agent and shall enter intonot afford any right to, or amendconstitute a defense available to, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderLoan Party.

Intercreditor Agreements. The Lenders and (a) Reference is made to the other Secured Parties hereby irrevocably authorize and instruct Notes Intercreditor Agreement. Each Lender (and, by its acceptance of the Administrative Agent to, without any further consent benefits of any Lender or any Collateral Document, each other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify hereunder (i) acknowledges that it has received a copy of the Term Loan Notes Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered of the Notes Intercreditor Agreement and (iii) authorizes and instructs the Collateral Agent to enter into the Notes Intercreditor Agreement and if applicable, any Customary Intercreditor Agreement. , in each case as Collateral Agent and on behalf of such Lender or other Secured Party. (b) The foregoing provisions Secured Parties agree, for the express benefit of the Ratably Secured Existing Notes Indenture Trustee and the holders of the Ratably Secured Existing Notes (each of whom are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-third party beneficiaries of such provisions. Furtherthis Section 10.20), upon request of that the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured Liens created by the Collateral hereunderDocuments in favor of the Secured Parties over the First Lien Shared Collateral shall at all times be secured on an equal basis, ranking ratably and pari passu, with any Liens on the First Lien Shared Collateral granted by the Ratably Secured Existing Notes Issuer and any Ratably Secured Existing Notes Guarantors in favor of the Ratably Secured Existing Notes Indenture Trustee securing the Ratably Secured Existing Notes and all other obligations under the Ratably Secured Existing Notes Indenture, irrespective of: (i) the time or order of creation, execution, delivery, attachment or perfection of such Liens; (ii) the method of perfection of such Liens; (iii) the time or order of registration or filing of financing statements, land registration forms or other recordings of such Liens; (iv) the giving of or failure to give notice of the acquisition of any additional Liens; (v) the date or dates of any existing or future advance or advances made or other credit accommodation granted or services provided by the Secured Parties or the holders of the Ratably Secured Existing Notes; (vi) the date or dates of any default or Event of Default in respect of the Obligations or the date or dates of any default in respect of the obligations under the Ratably Secured Existing Notes Indenture or, in each case, any security granted in respect thereof; (vii) the date of crystallization of any floating charge created by such Liens; (viii) the date of commencement of enforcement proceedings under this Agreement or the Ratably Secured Existing Notes Indenture or the respective security agreements securing the obligations thereunder; or (ix) the priorities otherwise accorded to such Liens by any applicable Laws. (c) Each Lender (and, by its acceptance of the benefits of any Collateral Document, each other Secured Party) hereunder (i) authorizes and instructs the Collateral Agent, as Collateral Agent and on behalf of such Lender or other Secured Party, to enter into one or more intercreditor agreements from time to time with the Ratably Secured Existing Notes Indenture Trustee (collectively, the “Ratably Secured Existing Notes Intercreditor Agreement”) that provide for, inter alia, substantially the same rights referred to in Section 10.20(b) and covering any other matters incidental thereto, including provisions relating to the release of the Liens granted in favor of the Ratably Secured Existing Notes Indenture Trustee, and (ii) agrees that it will be bound by and will take no actions contrary to the provisions of any such Ratably Secured Existing Notes Intercreditor Agreement.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Lender (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Intercreditor Agreements, if entered (b) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreements and if applicableto subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the Collateral Documents or a Customary Intercreditor Agreement to effect the provisions contemplated by clause (ii) of the definition of “Permitted Liens.” In addition, each Lender hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any 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 or permitted by Section 7.01 of this Agreement. Each Lender acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Senior Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the Security Agreements with respect thereto and/or under the First Lien/Second Lien Intercreditor Agreement or any Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any provider Agent or any of its affiliates any secured Specified Indebtedness not prohibited by Section 6.01 claims, causes of action, damages or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries liabilities of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, whatever kind or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundernature relating thereto.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other parties hereto acknowledge that such Intercreditor Agreement is (and shall be) binding upon them. Each Secured Parties hereby irrevocably authorize and instruct Party agrees that the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan First Lien/Second Lien Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent upon execution thereof, shall be binding on the upon them. Each Secured Parties, and each Lender and the other Secured Parties Party (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes, instructs and directs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes, instructs and directs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of any intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to the Obligations); provided that such intercreditor agreements may not contain provisions inconsistent with the ICA Applicable Provisions. In addition, each Secured Party hereby authorizes and directs the Administrative Agent and the Collateral hereunderAgent to enter into (a) any amendments to any Intercreditor Agreements, and (b) any other intercreditor arrangements, in the case of the clauses (a) and (b) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of any intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders (a) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document: (a) the Liens granted to the Collateral Agent in favor of the Secured Parties pursuant to the Loan Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the Pari Passu Intercreditor Agreement and Customary Intercreditor Agreements then in effect, (b) in the event of any conflict between the express terms and provisions of this Agreement or any other Secured Parties hereby irrevocably authorize Loan Document, on the one hand, and instruct of the Pari Passu Intercreditor Agreement and any Customary Intercreditor Agreements then in effect, on the other hand, the terms and provisions of the Pari Passu Intercreditor Agreement and relevant Customary Intercreditor Agreements shall control, and (c) each Lender authorizes the Administrative Agent and/or the Collateral Agent to execute the Pari Passu Intercreditor Agreement and any such Customary Intercreditor Agreement (or amendment thereof) on behalf of such Lender, and such Xxxxxx agrees to be bound by the terms thereof. (b) Each Secured Party hereby agrees that the Administrative Agent and/or Collateral Agent may enter into any intercreditor agreement and/or subordination agreement (or amendment thereof) pursuant to, without or contemplated by, the terms of this Agreement (including with respect to Indebtedness permitted pursuant to Section 6.01, any further consent 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 any Lender or any other Secured Party, enter into Barclays Bank PLC (or acknowledge and consent toits affiliated designee, representative or agent) or amendon its behalf as collateral agent, renewrespectively, extendthereunder. (c) Notwithstanding anything to the contrary herein, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Pari Passu Intercreditor Agreement and/or the Second Lien Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended as applicable, shall be deemed to be pari passu with the Liens securing the Secured Obligations under this Agreement reasonable and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended acceptable to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited Lenders, and (y) any Intercreditor Agreement entered into by the Administrative Agent and the Lenders shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary deemed to have consented to the provisions of, if entered into use of each such intercreditor agreement (and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, Agent’s execution thereof) in connection with any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured incurred, issued and/or assumed by the Collateral hereunderBorrower or any of its Subsidiaries pursuant to Section 6.01.

Intercreditor Agreements. The Lenders Administrative Agent and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Collateral Agent to, without any further consent of any Lender or any other Secured Party, are authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement and/or any other intercreditor arrangements entered into in connection herewith (iiand 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 (or any Permitted Refinancing of the foregoing) in order to permit such Indebtedness to be secured by a valid and enforceable lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) if entered into), any Second Lien Intercreditor Agreement with the Senior Representative(s(if entered into) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the and/or any other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement intercreditor arrangements entered into by the Administrative Agent shall in connection herewith, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any First Lien Intercreditor Agreement (if entered into), any Second Lien Intercreditor Agreement (if entered into) and/or any other intercreditor arrangements entered into in connection herewith and (b) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into, if applicable, any First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement , any Second Lien Intercreditor Agreement and/or any other intercreditor arrangements entered into in connection herewith (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 provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request any Permitted Refinancing of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement foregoing) in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid and enforceable lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral hereundersecuring the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of the First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to (x) the Obligations and/or (y) any Indebtedness pursuant to the Second Lien Credit Documents). In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral hereunderAgent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any 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 or permitted by this Agreement (including any such amendment (or amendment and restatement) of the First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to (x) the Obligations and/or (y) any Indebtedness pursuant to the Second Lien Credit Documents). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement is (and the priority of such Liens as contemplated thereby are not prohibited and shall be) binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes, instructs and directs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes, instructs and directs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of any intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to the Obligations). In addition, each Secured Party hereby authorizes and directs the Administrative Agent and the Collateral hereunderAgent to enter into (a) any amendments to any Intercreditor Agreements, and (b) any other intercreditor arrangements, in the case of the clauses (a) and (b) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of any intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Revolver Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of Term Loan Refinancing Indebtedness, any Specified Indebtedness pursuant to Section 2.18 or any other Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders and the other Secured Parties Agent is hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Pari Passu Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Customary Intercreditor Agreement entered into to the extent contemplated by the Administrative Agent shall be binding on the Secured Partiesterms hereof, and each Lender and the other parties hereto acknowledge that such Customary Intercreditor Agreement is binding upon them. Each Secured Parties hereby Party (a) agrees that it will be bound by and will take no actions contrary to the provisions ofof the Pari Passu Intercreditor Agreement or any Customary Intercreditor Agreement and (b) authorizes and instructs the Agent to enter into the Pari Passu Intercreditor Agreement and any Customary Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. In addition, if entered each Lender hereby authorizes the Agent to enter into (i) any amendments to the Pari Passu Intercreditor Agreement and if applicableany Customary Intercreditor Agreement and (ii) any 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 5.1 of this Agreement. Each Lender acknowledges and agrees that the Agent (or one or more of its Affiliates) may (but is not obligated to) act as the “Representative” or like term for the holders of Credit Agreement Refinancing Debt under the security agreements with respect thereto and/or under a First Lien/Second Lien Intercreditor Agreement or any Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any provider Agent or any of its affiliates any secured Specified Indebtedness not prohibited by Section 6.01 claims, causes of action, damages or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries liabilities of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, whatever kind or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundernature relating thereto.

Intercreditor Agreements. The Lenders Each Lender (and the other Secured Parties each Person that becomes a Lender hereunder pursuant Section 10.06) hereby irrevocably authorize authorizes and instruct directors the Administrative Agent to enter into (a) the Convertible Notes Intercreditor Agreement and (b) any other Junior Lien Intercreditor Agreement on behalf of such Lender, in each case, as needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of such applicable intercreditor agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to the Administrative Agent and any successor serving in such capacity and agrees not to assert any claim (including as a result of any conflict of interest) against the Administrative Agent, or any such successor, arising from the role of the Administrative Agent or such successor under the Loan Documents or any such intercreditor agreement so long as it is either acting in accordance with the terms of such documents and otherwise has not engaged in gross negligence or willful misconduct (as determined in a final and non-appealable judgment by a court of competent jurisdiction). In addition, the Administrative Agent to, without any further consent of any Lender or any (other Secured Partythan the consent as to the form of Junior Lien Intercreditor Agreement contemplated by the definition of “Junior Lien Intercreditor Agreement”), enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First a Junior Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness secured by a Lien permitted hereunder and under Section 7.03 that is intended to be secured on a junior basis to the Liens securing the Secured Obligations Obligations, in each case, where such Indebtedness is secured by Liens permitted under this AgreementSection 7.01. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an a Responsible Officer of the Borrower as to whether the any such other Liens governed by such are permitted. The Convertible Notes Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Junior Lien Intercreditor Agreement entered into by the Administrative Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the lien and the other Secured Parties hereby irrevocably authorize and instruct Security Interest granted to the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended pursuant to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) the exercise of any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into right or remedy by the Administrative Agent hereunder are subject to the provisions of the Intercreditor Agreements. In the event of any conflict between the terms of the Intercreditor Agreements and the terms of this Agreement, the terms of the Intercreditor Agreements shall be binding on govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreements, and each Lender and the any obligation of any Grantor hereunder or under any other Secured Parties hereby agrees that it will take no actions contrary Security Document to deliver to the provisions Administrative Agent, or establish the Administrative Agent’s control (within the meaning of the UCC) with respect to the delivery or control of, any 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 connection with any that constitutes ABL Collateral, shall be deemed to be satisfied if entered into and if such Grantor, as applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit delivers such Collateral to the Loan Parties and ABL Agent or establishes such persons are intended third-party beneficiaries of such provisions. Further, upon request control in favor of the BorrowerABL Agent, in each case as bailee for the Administrative Agent shall enter into, or amend, any pursuant to the ABL Intercreditor Agreement and otherwise complies with the requirements of the similar provision of the applicable document with respect to permit the incurrence ABL Credit Agreement Obligations or the Notes Obligations (as defined in the ABL Intercreditor Agreement). The delivery of any Specified Indebtedness permitted Collateral to be secured or the control of any Collateral by to either the ABL Agent or the collateral agent under the Secured Notes as required by the Collateral hereunderapplicable Intercreditor Agreement shall satisfy any delivery or control requirement hereunder or under any other Security Document, with respect to the Collateral.

Intercreditor Agreements. The Lenders Administrative Agent is authorized to enter into the Intercreditor Agreement and the Pari Debt Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements or joinders to or other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent modifications to, without any further consent and extensions, restructuring, renewals, replacements of, such agreements) in connection with the incurrence of any Lender Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Secured PartyIndebtedness permitted by the terms of this Agreement to be secured by the Collateral on a pari passu or junior priority secured basis, enter into (or and the parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) that each of the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement and the Pari Debt Intercreditor Agreement is (if entered into) binding upon them. Each Lender (a) understands, acknowledges and agrees that Liens may be created on the Collateral pursuant to the documentation relating to any Indebtedness incurred as permitted by this Agreement which is (in accordance with the Senior Representative(sterms hereof) of Indebtedness secured by a Lien permitted hereunder and intended to be secured thereby, on a pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness passu, or junior secured by a Lien permitted hereunder and intended to be junior basis to the Liens securing the Secured Obligations under this Agreement. The Lenders Obligations, which Liens securing any such other Indebtedness shall be subject to the terms and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer conditions of the Borrower as to whether the Liens governed by such Intercreditor Agreement and and/or the priority of such Liens as contemplated thereby are not prohibited and (y) any Pari Debt Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesexecuted and delivered as required hereby, and each Lender and the other Secured Parties (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of the Intercreditor Agreement and/or the Pari Debt Intercreditor Agreement (if entered into into), and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties (c) hereby authorizes and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, instructs the Administrative Agent shall to enter into, or amend, any into the Intercreditor Agreement and the Pari Debt Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to permit or other modifications to, such agreements) in connection with the incurrence of any Specified secured Indebtedness permitted to be secured by the Collateral hereunderas contemplated above.

Intercreditor Agreements. (a) The Administrative Agent and Collateral Agent shall, and the Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent and Collateral Agent to, from time to time on and after the Closing Date, without any further consent of any Lender Lender, Issuing Bank, counterparty to any Cash Management Obligation or Secured Hedge Agreement or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement requested by the Borrower or any other intercreditor agreement containing terms acceptable to the Borrower and the Required Lenders with the Senior Representative(s) of Indebtedness secured by collateral agent or other, a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) Debt Representative of the holders of Indebtedness that is secured by a Lien permitted hereunder and intended on Collateral that is not prohibited (including with respect to be junior to the Liens securing the Secured Obligations priority) under this Agreement. (b) Notwithstanding anything to the contrary set forth in any Loan Document, to the extent the Administrative Agent enters into an Intercreditor Agreement or any other intercreditor agreement pursuant to the preceding clause (a) or in connection with a Release/Subordination Event, this Agreement will be subject to the terms and provisions of such Intercreditor Agreement or other intercreditor agreement, as applicable. In the event of any inconsistency between the provisions of this Agreement (or any other Loan Document) and the provisions of any such Intercreditor Agreement or any other intercreditor agreement, the provisions of the Intercreditor Agreement or such other intercreditor agreement shall govern and control. The Lenders acknowledge and the other Secured Parties irrevocably agree that each Agent is authorized to, and each Agent agrees that, with respect to any secured Indebtedness, upon request by the Borrower, it shall, enter into an Equal Priority Intercreditor Agreement, Junior Lien Intercreditor Agreement, an intercreditor agreement pursuant to the preceding clause (x) a), an intercreditor agreement executed in connection with a Release/Subordination Event, or an intercreditor agreement with the Administrative Agent may rely exclusively on a certificate of an Officer collateral agent or other Debt Representative of the Borrower as to whether the holders of Indebtedness unless such Indebtedness and any related Liens governed by such Intercreditor Agreement and (including the priority of such Liens as contemplated thereby Liens) are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not expressly prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.7.01

Intercreditor Agreements. (a) The Lenders Agent is authorized and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent directed to, without any further consent to the extent required or permitted by the terms of any Lender or any other Secured Partythe Loan Documents, (x) enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreementany Security Document, (ii) any First Lien the ABL Intercreditor Agreement with and the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Closing Date Factoring Facility Intercreditor Agreement and (iii) any Second Lien other Intercreditor Agreement or subordination agreement contemplated hereunder, (y) subordinate any Lien on any property granted to or held by the Agent and (z) 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 Senior Representative(s) incurrence by any Loan Party of the holders any Indebtedness of such Loan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, in order to permit such Indebtedness to be secured by a Lien permitted hereunder and intended to valid, perfected lien on the Collateral (with such priority as may be junior designated by such Loan Party, to the Liens securing extent such priority is permitted by the Secured Obligations under this Agreement. The Lenders Loan Documents)), and the other Secured Parties irrevocably agree parties hereto acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of ABL Intercreditor Agreement, the Borrower as to whether the Liens governed by such Closing Date Factoring Facility Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any other Intercreditor Agreement entered into by the Administrative Agent shall or subordination agreement contemplated hereunder, any Security Document, and any consent, filing or other action will be binding on upon them. Each of the Lenders (including in its capacities as a Lender and Issuing Bank (if applicable)) and each of the Secured Parties, and each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the ABL Intercreditor Agreement, the Closing Date Factoring Facility Intercreditor Agreement or any other Intercreditor Agreement or subordination agreement contemplated hereunder (if entered into) and (b) hereby authorizes and instructs the Agent to enter into and if applicable, any the ABL Intercreditor Agreement. The foregoing provisions are intended as an inducement , the Closing Date Factoring Facility Intercreditor Agreement and any other Intercreditor Agreements or subordination agreements contemplated hereunder or any Security 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 provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. FurtherLoan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid, perfected lien on the Collateral hereunder(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. (b) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, prior to the payment in full of the First Lien Obligations to the extent that any Loan Party is required to give physical possession over any Collateral (other than ABL Priority Collateral) to the Agent under this Agreement or the other Loan Documents, such requirement to give possession shall be satisfied if such Collateral is delivered to and held by the First Lien Notes Collateral Agent pursuant to the ABL Intercreditor Agreement or any other applicable Intercreditor Agreement entered into after the Third Amendment Effective Date.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder. In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral Agent to permit enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the incurrence 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 or permitted by this Agreement. Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of any Specified Permitted Indebtedness permitted under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to be secured by the Collateral hereunderassert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders (a) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document: (a) the Liens granted to the Collateral Agent in favor of the Secured Parties pursuant to the Loan Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the Pari Passu Intercreditor Agreement and Customary Intercreditor Agreements then in effect, (b) in the event of any conflict between the express terms and provisions of this Agreement or any other Secured Parties hereby irrevocably authorize Loan Document, on the one hand, and instruct of the Pari Passu Intercreditor Agreement and any Customary Intercreditor Agreements then in effect, on the other hand, the terms and provisions of the Pari Passu Intercreditor Agreement and relevant Customary Intercreditor Agreements shall control, and (c) each Lender authorizes the Administrative Agent and/or the Collateral Agent to execute the Pari Passu Intercreditor Agreement and any such Customary Intercreditor Agreement (or amendment thereof) on behalf of such Lender, and such Xxxxxx agrees to be bound by the terms thereof. (b) Each Secured Party hereby agrees that the Administrative Agent and/or Collateral Agent may enter into any intercreditor agreement and/or subordination agreement (or amendment thereof) pursuant to, without or contemplated by, the terms of this Agreement (including with respect to Indebtedness permitted pursuant to Section 6.01, any further consent 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 any Lender or any other Secured Party, enter into the Administrative Agent and the Collateral Agent (or acknowledge and consent toits affiliated designee, representative or agent) or amendon its behalf as collateral agent, renewrespectively, extendthereunder. (c) Notwithstanding anything to the contrary herein, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Pari Passu Intercreditor Agreement and/or the Second Lien Intercreditor Agreement, as applicable, shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of each such intercreditor agreement (iiand to the Administrative Agent’s execution thereof) in connection with any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be on the Collateral that is pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be or junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness is permitted to be secured incurred, issued and/or assumed by the Collateral hereunderBorrower or any of its Subsidiaries pursuant to Section 6.01.

Intercreditor Agreements. The Lenders lien of this Deed of Trust herein granted to Beneficiary pursuant to the ABL Credit Agreement (as defined in the Intercreditor Agreement) is expressly subject and subordinate to the liens granted to Term Beneficiary pursuant to the Term Credit Agreement (as defined in the Intercreditor Agreement) and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent Term Deed of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify Trust with respect to (i) all of the Term Loan Intercreditor AgreementMortgaged Property, (ii) any First Lien Intercreditor Agreement with all of the Senior Representative(s) terms, covenants and conditions of Indebtedness secured by a Lien permitted hereunder this Deed of Trust and intended to be pari passu with the Liens securing the Secured Obligations under all extensions, renewals, modifications, consolidations, spreaders or replacements of this Agreement and Deed of Trust, (iii) any Second Lien Intercreditor Agreement with other action permitted or contemplated by this Deed of Trust and (iv) any assignment of any other property rights mortgaged or assigned to Beneficiary as additional security for the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior Obligations. Notwithstanding anything to the Liens securing contrary contained herein, the Secured Obligations under lien and security interest granted to Beneficiary pursuant to this Agreement. The Lenders Deed of Trust and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate exercise of an Officer of the Borrower as to whether the Liens governed any right or remedy by such Intercreditor Agreement and the priority of such Liens as contemplated thereby Beneficiary hereunder are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary subject to the provisions of, if entered into and if applicable, any of the Intercreditor Agreement. The foregoing provisions are intended of this paragraph shall remain in full force and effect for so long as an inducement to any provider the Term Credit Agreement remains outstanding. In the event of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit conflict between the terms and provisions of the Intercreditor Agreement and the terms and provisions of this Deed of Trust, the terms and provisions of the Intercreditor Agreement shall govern and control. As among the beneficiaries and holders of the ABL Obligations, as defined in the Intercreditor Agreement: (a) all rights and claims of such beneficiaries shall be subject to the Loan Parties Intercreditor Agreement; and such persons are intended third-party beneficiaries of such provisions. Further, upon request of (b) if the BorrowerABL Credit Agreement is modified in a manner that modifies any definition, the Administrative Agent resulting modification in definition (as it applies in this Deed of Trust) shall enter into, or amend, bind only any Intercreditor Agreement to permit parties that were bound by such change in the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderABL Credit Agreement.

Intercreditor Agreements. The Lenders (a) On the Effective Date, the Issuers and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, Guarantors shall enter into the First Lien Intercreditor Agreement (or acknowledge which First Lien Intercreditor Agreement will be substantially consistent in all material respects with the description thereof set forth in the “Description of Secured Notes” section of the Offering Memorandum, as determined by the Issuers in good faith). If the Issuers deliver to the Trustee and consent the Collateral Agent an Officers’ Certificate stating that the First Lien Intercreditor Agreement complies with the requirements of this Indenture and requests the Trustee and/or Collateral Agent, as applicable, to enter into the First Lien Intercreditor Agreement, the Collateral Agent and/or Trustee, as applicable, shall (and each is hereby authorized and directed to) or amendenter into such First Lien Intercreditor Agreement (at the sole expense and cost of the Issuers, renewincluding legal fees and expenses of the Trustee and Collateral Agent), extendbind the Holders on the terms set forth therein and perform and observe their respective obligations thereunder. The same procedures shall apply with respect to any amendment, restatement, supplement, restatemodification or replacement of the First Lien Intercreditor Agreement. (b) Notwithstanding anything to the contrary, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any liens and security interests granted to the Collateral Agent pursuant to the Collateral Documents and all rights and obligations of the Trustee and the Collateral Agent hereunder are expressly subject to the First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iiiii) the exercise of any Second right or remedy by the Trustee or Collateral Agent hereunder is subject to the limitation and provisions of the First Lien Intercreditor Agreement with Agreement. Without limiting any of the Senior Representative(srights and protections (including indemnities) of the holders Trustee or the Collateral Agent hereunder, in the event of Indebtedness secured by a Lien permitted hereunder and intended to be junior to any conflict or inconsistency between the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer terms of the Borrower as to whether the Liens governed by such First Lien Intercreditor Agreement and the priority terms of this Indenture, the terms of the First Lien Intercreditor Agreement shall govern. Each Holder, by accepting a Note, agrees that the Liens on the Collateral are subject to the terms of the First Lien Intercreditor Agreement and that the Holders shall comply with the provisions of the First Lien Intercreditor Agreement applicable to them in their capacities as such Liens to the same extent as contemplated thereby are not prohibited if the Holders were parties thereto. (c) If the Issuer or any Guarantor (i) incurs any obligations in respect of Junior Lien Debt at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Debt entitled to the benefit of an existing Junior Lien Intercreditor Agreement is concurrently retired, and (yii) any delivers to the Trustee and the Collateral Agent an Officers’ Certificate so stating and requesting the Trustee and/or Collateral Agent, as applicable, to enter into a Junior Lien Intercreditor Agreement entered into by in favor of a designated agent or representative for the Administrative holders of the Junior Lien Debt so incurred, together with an Opinion of Counsel, the Collateral Agent shall be binding on the Secured Partiesand Trustee, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any shall (and each is hereby authorized and directed to) enter into such Junior Lien Intercreditor AgreementAgreement (at the sole expense and cost of the Issuer, including legal fees and expenses of the Trustee and Collateral Agent), bind the Holders on the terms set forth therein and perform and observe their respective obligations thereunder. The foregoing provisions are intended as an inducement to any provider Officer’s Certificate and Opinion of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to Counsel shall state that the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of Trustee’s and/or Collateral Agent’s entry into the Borrower, the Administrative Agent shall enter into, or amend, any proposed Junior Lien Intercreditor Agreement to permit the incurrence of any Specified Indebtedness is permitted to be secured by the Collateral hereunderthis Indenture.

Intercreditor Agreements. Notwithstanding anything to the contrary set forth in any Loan Document, to the extent the Administrative Agent enters into an Equal Priority Intercreditor Agreement or any other Intercreditor Agreement in accordance with the terms hereof, this Agreement will be subject to the terms and provisions of such Equal Priority Intercreditor Agreement or other Intercreditor Agreement, as applicable. In the event of any inconsistency between the provisions of this Agreement or any other Loan Document and any such Equal Priority Intercreditor Agreement or any other Intercreditor Agreement, the provisions of the Equal Priority Intercreditor Agreement or such other Intercreditor Agreement govern and control. The Lenders acknowledge and agree that each Agent is (i) authorized and instructed to enter into the Closing Date Intercreditor Agreement and (ii) authorized to, and each Agent agrees that, with respect to any secured Indebtedness, upon request by the Borrower, it shall, enter into an Equal Priority Intercreditor Agreement or any other Secured Parties Intercreditor Agreement with the collateral agent or other Debt Representative of the holders of such Indebtedness unless such Indebtedness and any related Liens (including the priority of such Liens) are not permitted by Sections 7.01 and 7.03 of this Agreement. The Lenders hereby irrevocably authorize and instruct the Administrative Agent toto (a) enter into the Closing Date Intercreditor Agreement, without any further consent of any Lender such Equal Priority Intercreditor Agreement or any such other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (iib) any First Lien bind the Lenders on the terms set forth in the Closing Date Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this or such Equal Priority Intercreditor Agreement or any such other Intercreditor Agreement and (iiic) any Second Lien Intercreditor Agreement with perform and observe its obligations under the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Closing Date Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Equal Priority Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the or any such other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as Agents and each Secured Party agree that the Agents shall be entitled to rely and shall rely exclusively on an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request officer’s certificate of the Borrower, Borrower in determining whether it is permitted to enter into an Intercreditor Agreement pursuant to this Section. Each Secured Party covenants and agrees not to give the Collateral Agent or Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit instruction that is not consistent with the incurrence provisions of any Specified Indebtedness permitted to be secured by the Collateral hereunderthis Section 10.13.

Intercreditor Agreements. The Each of the Lenders and the other Secured Parties hereby irrevocably authorize (a) authorizes and instruct instructs the Administrative Agent Agents to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, without such agreements) as collateral agent and on behalf of such Person in connection with the incurrence by any further consent Loan Party of any Lender or any other Secured Party, enter into (or acknowledge Indebtedness of such Loan Party that is permitted to be incurred and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) secured by the Term Loan Intercreditor Collateral pursuant to Sections 6.01 and 6.02 of this Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by such Loan Party, to the extent such priority is permitted hereunder by the Loan Documents), and intended to be pari passu with by its acceptance of the Liens securing benefits of the Secured Obligations under this Agreement Security Documents, hereby acknowledges that any such intercreditor agreement is or will be, as applicable, binding upon it and (iiib) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof such intercreditor agreements (and any amendments, if entered into amendments and if applicablerestatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. FurtherLoan Party that is permitted to be incurred and secured by the Collateral pursuant to Sections 6.01 and 6.02 of this Agreement, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid, perfected Lien (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 hereundersecuring the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders Administrative Agent is authorized to enter into, any intercreditor or subordination agreement or arrangement entered into in connection with any Incremental Equivalent Debt permitted 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 Incremental Equivalent Debt (or any Permitted Refinancing of the foregoing), to the extent permitted hereby), and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without parties hereto acknowledge that any further consent of any Lender intercreditor or any other Secured Party, enter into (subordination agreement or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement arrangement entered into by the Administrative Agent shall in connection herewith or contemplated hereby, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if of any intercreditor or subordination agreement or arrangement entered into in connection with any Incremental Equivalent Debt permitted hereby and (b) hereby authorizes and instructs the Administrative Agent to enter into, if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement intercreditor or subordination agreement or arrangement entered into in connection herewith or contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements or arrangements in connection with the incurrence by any provider Credit Party of any secured Specified Indebtedness not prohibited by Section 6.01 Incremental Equivalent Debt (or Section 6.02 hereof to extend credit any Permitted Refinancing of the foregoing) to the Loan Parties extent permitted hereby) and such persons are intended third-party beneficiaries of such provisions. Further, upon request of in the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence case of any Specified Indebtedness permitted to be secured by such intercreditor or subordination agreement or arrangement, subject the Liens on the Collateral hereundersecuring the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders (a) Notwithstanding anything in this Agreement to the contrary, prior to the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement), the requirements of this Agreement to deliver any ABL Priority Collateral and any certificates, instruments, chattel paper, titles or documents of any kind (including, but not limited to, endorsements and stock powers) in relation thereto to the Collateral Agent shall be deemed satisfied by delivery of such Collateral and such certificates, instruments or documents in relation thereto to the ABL Facility Collateral Agent (as bailee for the Collateral Agent pursuant to the terms of the ABL Intercreditor Agreement). (b) Notwithstanding anything in this Agreement to the contrary, prior to the Discharge of First Lien Obligations (as defined in the First Lien/Junior Lien Intercreditor Agreement), the requirements of this Agreement to deliver any Pledged Collateral and any certificates, instruments, chattel paper, titles or documents of any kind (including, but not limited to, endorsements and stock powers) in relation thereto to the Collateral Agent shall be deemed satisfied by delivery of such Collateral and such certificates, instruments or documents in relation thereto to the First-Priority Collateral Agent (as bailee for the Collateral Agent pursuant to the terms of the First Lien/Junior Lien Intercreditor Agreement). (c) Notwithstanding anything herein to the contrary, this Agreement, each other Notes Document and the other Secured Parties hereby irrevocably authorize Second-Priority Obligations Documents are subject to the terms and instruct conditions set forth in the Administrative Agent toIntercreditor Agreements in all respects and, without any further consent in the event of any Lender or any other Secured Partyconflict between the terms of the Intercreditor Agreements and this Agreement, enter into (or acknowledge and consent to) or amendthe terms of the Intercreditor Agreements shall govern. Notwithstanding anything herein to the contrary, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the priority of the Lien on and security interest in the Non-ABL Priority Collateral granted to the Collateral Agent for the benefit of the Secured Parties pursuant to any Notes Document are expressly subject and subordinate to the Lien on and security interest in the Non-ABL Priority Collateral granted to the First-Priority Collateral Agent pursuant to the Term Loan Intercreditor AgreementFacility, (ii) any First the priority of the Lien Intercreditor Agreement with on and security interest in the Senior Representative(s) ABL Priority Collateral granted to the Collateral Agent for the benefit of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement Parties pursuant to any Notes Document are expressly subject and subordinate to the Lien on and security interest in the ABL Priority Collateral granted to the ABL Facility Collateral Agent pursuant to the ABL Facility and (iii) the exercise of any Second Lien Intercreditor Agreement with the Senior Representative(s) right or remedy in respect of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into Collateral by the Administrative Collateral Agent shall be binding on the Secured Parties, and each Lender and the hereunder or under any other Secured Parties hereby agrees that it will take no actions contrary Notes Document is subject to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderAgreements.

Intercreditor Agreements. (a) The Administrative Agent and Collateral Agent shall, and the Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent and Collateral Agent to, from time to time on and after the Closing Date, without any further consent of any Lender Lender, Issuing Bank, counterparty to any Cash Management Obligation or Secured Hedge Agreement or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement requested by the Borrower or any other intercreditor agreement containing terms acceptable to the Borrower and the Required Lenders with the Senior Representative(s) of Indebtedness secured by collateral agent or other, a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) Debt Representative of the holders of Indebtedness that is secured by a Lien permitted hereunder and intended on Collateral that is not prohibited (including with respect to be junior to the Liens securing the Secured Obligations priority) under this Agreement. (b) Notwithstanding anything to the contrary set forth in any Loan Document, to the extent the Administrative Agent enters into an Intercreditor Agreement or any other intercreditor agreement pursuant to the preceding clause (a) or in connection with a Release/Subordination Event, this Agreement will be subject to the terms and provisions of such Intercreditor Agreement or other intercreditor agreement, as applicable. In the event of any inconsistency between the provisions of this Agreement (or any other Loan Document) and the provisions of any such Intercreditor Agreement or any other intercreditor agreement, the provisions of the Intercreditor Agreement or such other intercreditor agreement shall govern and control. The Lenders acknowledge and the other Secured Parties irrevocably agree that each Agent is authorized to, and each Agent agrees that, with respect to any secured Indebtedness, upon request by the Borrower, it shall, enter into an Equal Priority Intercreditor Agreement, Junior Lien Intercreditor Agreement, an intercreditor agreement pursuant to the preceding clause (x) a), an intercreditor agreement executed in connection with a Release/Subordination Event, or an intercreditor agreement with the Administrative Agent may rely exclusively on a certificate of an Officer collateral agent or other Debt Representative of the Borrower as to whether the holders of Indebtedness unless such Indebtedness and any related Liens governed by such Intercreditor Agreement and (including the priority of such Liens as contemplated thereby Liens) are not expressly prohibited by Section 7.01 and (y) any Intercreditor Agreement entered into by Section 7.03. The Lenders hereby authorize and instruct the Administrative Agent to (a) enter into any such intercreditor agreement, (b) bind the Lenders to the terms set forth in any such intercreditor agreement and (c) perform and observe its obligations under any such intercreditor agreement. The Agents and each Secured Party agree that the Agents shall be binding entitled to rely and shall rely exclusively on an officer’s certificate of the Borrower in determining whether it is authorized or instructed to enter into any such intercreditor agreement. Each Secured PartiesParty covenants and agrees not to give the Collateral Agent or Administrative Agent any instruction that is not consistent with the provisions of this Section 9.13. In furtherance of the foregoing, and each notwithstanding anything to the contrary set forth herein, to the extent that any Loan Party is required to give physical possession or control over or with respect to any Collateral to the Administrative Agent, the Collateral Agent, any other Agent or any Lender and under this Agreement or any of the other Secured Parties hereby agrees Loan Documents, such requirement to give possession or control shall be satisfied if such possession or control is given to a Debt Representative for any Indebtedness that it will take no actions contrary is secured by a Lien that is either pari passu or senior to the provisions ofLiens on such Collateral securing the Obligations, if entered into and if applicablein each case, any in accordance with an Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders and Without limiting the other Secured Parties hereby irrevocably authorize and instruct generality of the foregoing, the Administrative Agent to, without any further consent of any Lender or any other Secured Party, is authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement and/or any other intercreditor arrangements entered into in connection herewith (ii) 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 in order to permit such Indebtedness to be secured by a valid and enforceable lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) if entered into), any Second Lien Intercreditor Agreement with the Senior Representative(s(if entered into) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the and/or any other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement intercreditor arrangements entered into by the Administrative Agent shall in connection herewith, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any First Lien Intercreditor Agreement (if entered into), any Second Lien Intercreditor Agreement (if entered into) and/or any other intercreditor arrangements entered into in connection herewith and (b) hereby authorizes and instructs the Administrative Agent to enter into, if applicable, any First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement , any Second Lien Intercreditor Agreement and/or any other intercreditor arrangements entered into in connection herewith (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 provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid and enforceable lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral hereundersecuring the Obligations to the provisions thereof.

Intercreditor Agreements. The Each party hereto agrees that the Senior Lenders (as among themselves) and the Second-Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable Intercreditor Agent or the Second-Priority Agent governing the rights, benefits and privileges as among the Senior Lenders or the Second-Priority Secured Parties, as the case may be, in respect of the Common Collateral, this Agreement and the other Senior Collateral Documents or Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as (A) the terms thereof do not violate or conflict with the provisions of this Agreement or the other Senior Collateral Documents or Second-Priority Collateral Documents, as the case may be, (B) in the case of any such intercreditor agreement (or similar arrangement) affecting any Senior Lenders, each Senior-Priority Agent acting on behalf of the applicable Senior Lenders agrees in its sole discretion, or is otherwise obligated pursuant to the terms of the applicable Senior Lender Documents, to enter into any such intercreditor agreement (or similar arrangement) and (C) in the case of any such intercreditor agreement (or similar arrangement) affecting the Second-Priority Secured Parties, each Second-Priority Agent acting on behalf of the applicable Second-Priority Secured Parties hereby irrevocably authorize and instruct agrees in its sole discretion, or is otherwise obligated pursuant to the Administrative Agent toterms of the applicable Second-Priority Document, without any further consent of any Lender or any other Secured Party, to enter into any such intercreditor agreement (or acknowledge and consent tosimilar arrangement). Notwithstanding the preceding clauses (B) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior C), to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree extent that (x) the Administrative applicable Senior-Priority Agent is not authorized by the Required Lenders to enter into any such intercreditor agreement (or similar arrangement) or does not agree to enter into such intercreditor agreement (or similar arrangement), such intercreditor agreement (or similar arrangement) shall not be binding upon such Senior-Priority Agent but, subject to the immediately succeeding sentence, may rely exclusively on still bind the other parties party thereto and the applicable Senior Lenders for which such Senior-Priority Agent is acting as representative or (y) the applicable Second-Priority Agent is not authorized by the applicable Second-Priority Secured Parties to enter into any such intercreditor agreement (or similar arrangement) or does not agree to enter into such intercreditor agreement (or similar arrangement), such intercreditor agreement (or similar arrangement) shall not be binding upon the such Second-Priority Agent but, subject to the immediately succeeding sentence, may still bind the other parties party thereto and such Second-Priority Secure Parties. In any event, if a certificate respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other Senior Collateral Document or Second-Priority Collateral Document, and the provisions of an Officer of the Borrower as to whether the Liens governed by such Intercreditor this Agreement and the priority of other Senior Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by provisions may be amended, modified or otherwise supplemented from time to time in accordance with the Administrative Agent shall be binding on the Secured Partiesterms thereof, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary including to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement give effect to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 intercreditor agreement (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundersimilar arrangement)).

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, and Collateral Agent are hereby authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan each Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree parties hereto acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by each such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any amendment (or amend, amendment and restatement) to the Collateral Documents or any Intercreditor Agreement to permit contemplated hereunder. In addition, each Secured Party hereby authorizes the incurrence of any Specified Indebtedness permitted to be secured by Administrative Agent and the Collateral hereunderAgent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any 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 or permitted by this Agreement. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into the Amendment No. 8 Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Lender (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties the Amendment No. 8 Intercreditor Agreement, any other intercreditor agreement or amendany amendment (or amendment and restatement) to the Collateral Documents or an Intercreditor Agreement contemplated hereunder. In addition, each Lender hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to the Amendment No. 8 Intercreditor Agreement, any other Intercreditor Agreements, and (ii) any 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 or permitted by this Agreement. Each Lender acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to permit the incurrence assert against any Agent or any of its affiliates any Specified Indebtedness permitted to be secured by the Collateral hereunderclaims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under certain Indebtedness are required or permitted, under the terms hereof, to be subject to an Intercreditor Agreement. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorize authorizes and instruct directs the Administrative Agent toto execute and deliver, in each case on behalf of such Secured Party and without any further consent of any Lender consent, authorization or any other action by such Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) from time to time upon the Term request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, an Intercreditor Agreement (it being understood that the Administrative Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by the definition of such term), including any amendment, supplement or other modification to any Loan Document to implement the terms of any such Intercreditor Agreement, and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of the Liens and the Secured Obligations to be provided for under any Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with agrees that, upon the Senior Representative(s) execution and delivery thereof, such Secured Party will be bound by the provisions of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, (including any purchase option(s) contained therein) as if it were a signatory thereto and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, of any Intercreditor Agreement. The foregoing provisions are intended as an inducement to , (iii) agrees that no Secured Party shall have any provider right of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, action whatsoever against the Administrative Agent shall enter into, as a result of any action taken by the Administrative Agent pursuant to this Section or amend, in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs the Administrative Agent to permit carry out the incurrence provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Specified Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, refinancing or replacement of any Indebtedness permitted contemplated hereby to be secured subject thereto or (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent on behalf of the Secured Parties. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by the such Secured Party, any amendments, supplements or other modifications of any Collateral hereunderDocument to add or remove any legend that may be required pursuant to any Intercreditor Agreement.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent is authorized to become a party to the ABL Intercreditor Agreement pursuant to the ABL Intercreditor Amendment (and enter into the ABL Intercreditor Agreement in respect of any Permitted Refinancing of ABL Facility Indebtedness), and each of the parties hereto acknowledges that it has received a copy of the ABL Intercreditor Agreement and that the ABL Intercreditor Agreement is binding upon it. Each Lender or any other Secured Party, enter into (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) hereby consents to the Term Loan subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the ABL Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement and any amendments or supplements expressly contemplated thereby, if entered into and if applicable, any to subject the Liens on the ABL Priority Collateral securing the Obligations to the provisions of the ABL Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the ABL Secured Parties to extend credit to the Loan Parties borrowers under the ABL Credit Agreement and such persons ABL Secured Parties are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any ABL Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderAgreement.

Intercreditor Agreements. (a) The Lenders Administrative Agent and the other Secured Parties hereby irrevocably authorize Collateral Agent are authorized and instruct directed to become a party to the Administrative Agent to, without any further consent ABL Intercreditor Agreement (and enter into the ABL Intercreditor Agreement in respect of any Permitted Refinancing of ABL Facility Indebtedness), and each of the parties hereto acknowledges that it has received a copy of the ABL Intercreditor Agreement and that the ABL Intercreditor Agreement is binding upon it. Each Lender or any other Secured Party, enter into (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) hereby consents to the Term Loan subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the ABL Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the ABL Intercreditor Agreement and any amendments or supplements expressly contemplated thereby, if entered into and if applicable, any to subject the Liens on the ABL Priority Collateral securing the Obligations to the provisions of the ABL Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the ABL Secured Parties to extend credit to the Loan Parties borrowers under the ABL Credit Agreement and such persons ABL Secured Parties are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the BorrowerABL Intercreditor Agreement. (b) The Administrative Agent and the Collateral Agent are authorized and directed to enter into the Junior Lien Intercreditor Agreement, and each of the parties hereto acknowledges that such agreement shall be binding upon it. Each Lender (a) hereby consents to the intercreditor agreements in respect of the Collateral securing the Obligations on the terms set forth in the Junior Lien Intercreditor Agreement, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Junior Lien Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent shall and the Collateral Agent to enter into, or amend, any into the Junior Lien Intercreditor Agreement to permit and, without the incurrence further consent, direction or other action of any Specified Indebtedness permitted Lender, to be secured enter into any amendments or supplements thereto, in each case solely if the form of the agreement as so amended or supplemented would constitute the Junior Lien Intercreditor Agreement, as applicable, if being entered into as an original agreement. The foregoing provisions are intended as an inducement to the parties providing any Permitted Junior Priority Additional Debt to extend credit to the borrowers thereof and such parties are intended third-party beneficiaries of such provisions and the provisions of the Junior Lien Intercreditor Agreement. (c) The extent of any conflict between the Loan Documents, on the one hand, and the ABL Intercreditor Agreement or other intercreditor agreement contemplated by this Section 10.23, on the Collateral hereunderother hand, such intercreditor agreement shall control.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without is authorized to enter into any further consent of any Lender or Acceptable Intercreditor Agreement and any other Secured Partyintercreditor, enter into subordination, collateral trust or similar agreement contemplated hereby with respect to any (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify Indebtedness (i) the Term Loan Intercreditor Agreement, that is (iiA) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien required or permitted hereunder and intended to be subordinated hereunder or pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior or senior to the Liens securing the Loan Document Obligations and/or (B) secured by Liens and (ii) with respect to which Indebtedness and/or Liens, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement (any such other intercreditor, subordination, collateral trust and/or similar agreement, an “Additional Agreement”) and/or (b) Secured Hedging Obligations under this Agreement. The Lenders and/or Banking Services Obligations, whether or not constituting Indebtedness, and the other each Secured Parties irrevocably agree Party acknowledges that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such any Acceptable Intercreditor Agreement and any Additional Agreement is binding upon them. Each Secured Party hereby (a) acknowledges that it has received a copy of the priority of such Liens as contemplated thereby are not prohibited and (y) any First Lien Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesand consents to its terms, and each Lender and the other Secured Parties hereby (b) agrees that it will be bound by, and will not take no actions any action contrary to, the provisions of any Acceptable Intercreditor Agreement or any Additional Agreement and (c) authorizes and instructs the Administrative Agent to enter into any Additional Agreement (including any Acceptable Intercreditor Agreement) and to subject the Liens on the Collateral securing the Obligations to the provisions of, if entered into and if applicable, any Intercreditor Agreementthereof. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Secured Parties to extend credit to the Loan Borrowers, and the Secured Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any Acceptable Intercreditor Agreement to permit the incurrence of and/or any Specified Indebtedness permitted to be secured by the Collateral hereunderother Additional Agreement.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement is (and the priority of such Liens as contemplated thereby are not prohibited and shall be) binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any amendment (or amend, amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of any intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien basis to or pari passu basis with the Obligations). In addition, each Secured Party hereby authorizes and directs the Administrative Agent and the Collateral hereunderAgent to enter into (a) any amendments to any Intercreditor Agreements and (b) any other intercreditor arrangements, in the case of clauses (a) and (b), to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of any intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien basis to or pari passu basis with the Obligations). Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of the First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to the Obligations). In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral hereunderAgent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any 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 or permitted by this Agreement (including any such amendment (or amendment and restatement) of the First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of the Junior Lien Intercreditor Agreement or other intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to the Obligations). In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral hereunderAgent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any 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 or permitted by this Agreement (including any such amendment (or amendment and restatement) of the Junior Lien Intercreditor Agreement or other intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Administrative Agent and the Collateral Agent are each hereby authorized to enter into any Customary Intercreditor Agreement to the extent contemplated by the terms hereof, and the Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien that such Customary Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreementis binding upon them. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, Each Lender and each Lender and the other Secured Parties Party (a) hereby agrees that it will be bound by the provisions of the Customary Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions ofof the Customary Intercreditor Agreement and (b) hereby authorizes and instructs the Administrative Agent and/or Collateral Agent to enter into the Customary Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. In addition, if entered each Lender and each Secured Party hereby authorizes the Administrative Agent and/or Collateral Agent to enter into (i) any amendments to any Customary Intercreditor Agreement, and if applicable(ii) any 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 7.01 of this Agreement, in each case, and without any further consent, authorization or other action by such Lender. Each Lender hereby agrees that no Lender shall have any right of action whatsoever against any Agent as a result of any action taken by such Agent pursuant to this Section 9.14 or in accordance with the terms of any Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Secured Parties to extend credit to the Loan Parties Borrowers and such persons Secured Parties are intended third-party beneficiaries of such provisions. Further, upon request of provisions and the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence provisions of any Specified Indebtedness permitted to be secured by the Collateral hereunderCustomary Intercreditor Agreement.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or join, acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (iA)(i) the Term Loan ABL Intercreditor Agreement, the ABL Intercreditor Agreement Joinder and any other joinder to the ABL Intercreditor Agreement, (ii) any First Lien Pari Passu Intercreditor Agreement and any joinder thereto with the Senior Representative(s) collateral agent or representative of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens on the Collateral securing the Secured Obligations under this Agreement and (iii) any Second Lien Junior Intercreditor Agreement with the Senior Representative(s) collateral agent or representative of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens on the Collateral securing the Secured Obligations under this Agreement (any of the foregoing, an “Intercreditor Agreement” and, collectively, the “Intercreditor Agreements”) and (B) any joinders to the Collateral Documents with the collateral agent or representative of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens on the Collateral securing the Obligations under this Agreement (collectively, the “Collateral Document Joinders”). The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Collateral Document Joinders and Intercreditor Agreement Agreements and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement or Collateral Document Joinder entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor AgreementAgreement or Collateral Document Joinder (or the Collateral Documents as modified thereby). The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 7.1 hereof to extend credit to the Loan Credit Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders and (a) At the other Secured Parties hereby irrevocably authorize and instruct request of the Administrative Agent toCompany, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement in connection with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into incurrence by the Administrative Agent shall be binding on Company or the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider Restricted Subsidiaries of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be Incurred under Sections 4.09 and 4.12, including First Lien Obligations that are secured by a First Lien, Other Pari Passu Lien Obligations and Indebtedness that is secured by a junior priority lien, the Company, the relevant Restricted Subsidiaries, the Trustee, the Collateral Agent and the International Security Agent shall enter into with the holder of such Indebtedness (or their duly authorized representatives) an Applicable Intercreditor Agreement or an intercreditor agreement (“Additional Intercreditor Agreement”) on substantially the same terms as an Applicable Intercreditor Agreement (or terms not materially less favorable to the Holders of the Notes), including substantially the same terms with respect to the limitation on enforcement and release of Guarantees; provided, that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Collateral Agent or the International Security Agent, or adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Agent or the International Security Agent under this Indenture or the Intercreditor Agreements. (b) At the direction of the Company and without the consent of the Holders of the Notes, the Trustee, the Collateral Agent or the International Security Agent shall from time to time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, mistake, defect or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be incurred by the Company or a Restricted Subsidiary (including, with respect to the Intercreditor Agreement or any Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add parties to the Intercreditor Agreement or an Additional Intercreditor Agreement, including Guarantors, or successors, including successor trustees or other representatives, (4) secure the Notes (or any Indebtedness of the Company or any Guarantor which is expressly subordinated to the Notes or any Subsidiary Guarantee, to the extent permitted hereunder), (5) make provision for equal and ratable pledges of any collateral to secure the Notes or (6) make any other change to any such agreement that does not adversely affect the Notes in any material respect. The Company shall not otherwise direct the Trustee to enter into the amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders representing a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 and the Company may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement. (c) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein). A copy of the Intercreditor Agreement shall be made available for inspection during normal business hours on any Business Day upon prior written request at the offices of the Trustee and, for so long as any Notes are admitted to trading on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market thereof, at the offices of a Transfer Agent in Luxembourg.

Intercreditor Agreements. The Lenders Each Lender (and the other Secured Parties each Person that becomes a Lender hereunder pursuant Section 10.06) hereby irrevocably authorize authorizes and instruct directors the Administrative Agent to enter into any other Junior Lien Intercreditor Agreement on behalf of such Lender, in each case, as needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of such applicable intercreditor agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to the Administrative Agent and any successor serving in such capacity and agrees not to assert any claim (including as a result of any conflict of interest) against the Administrative Agent, or any such successor, arising from the role of the Administrative Agent or such successor under the Loan Documents or any such intercreditor agreement so long as it is either acting in accordance with the terms of such documents and otherwise has not engaged in gross negligence or willful misconduct (as determined in a final and non-appealable judgment by a court of competent jurisdiction). In addition, the Administrative Agent to, without any further consent of any Lender or any (other Secured Partythan the consent as to the form of Junior Lien Intercreditor Agreement contemplated by the definition of “Junior Lien Intercreditor Agreement”), enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First a Junior Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness secured by a Lien permitted hereunder and under Section 7.03 that is intended to be secured on a junior basis to the Liens securing the Secured Obligations Obligations, in each case, where such Indebtedness is secured by Lxxxx permitted under this AgreementSection 7.01. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an a Responsible Officer of the Borrower as to whether the any such other Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any permitted. Any Junior Lien Intercreditor Agreement entered into by the Administrative Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. (1) The Lenders parties hereto acknowledge and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without agree that any further consent provision of any Lender Loan Document to the contrary notwithstanding, prior to the discharge in full of all Term Loan Claims, the Loan Parties shall not be required to act or refrain from acting under any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) Loan Document with respect to the Term Loan Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any Term Loan Document) under the terms and provisions of the Term Loan Documents. (2) Each Secured Party: (a) consents to the subordination of Liens on Term Priority Collateral provided for in the Closing Date Intercreditor Agreement, , (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any of the Closing Date Intercreditor Agreement; and (c) authorizes and instructs the Administrative Agent to enter into the Closing Date Intercreditor Agreement as ABL Agent (as defined in the Intercreditor Agreement) and on behalf of such Lender. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the lenders under the Term Loan Credit Agreement to extend credit to the Loan Parties and such persons lenders are intended third-third party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, Closing Date Intercreditor Agreement. (3) Each Secured Party: (a) authorizes and instructs the Administrative Agent shall to enter into, or amend, into any Junior Lien Intercreditor Agreement in the form attached hereto or in such other form as may be satisfactory to permit the incurrence Administrative Agent and agrees that it will be bound by and will take no actions contrary to the provisions of any Specified Indebtedness permitted Junior Lien Intercreditor Agreement; (b) agrees that the Administrative Agent may from time to time enter into a modification of the Closing Date Intercreditor Agreement or any Junior Lien Intercreditor Agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement and agrees that it will be secured bound by and will take no actions contrary to any such Intercreditor Agreement (as so modified); and (c) pursuant to the Collateral hereunderexpress terms of the Intercreditor Agreements, in the event of any conflict or inconsistency between the provisions of the Intercreditor Agreements and this Agreement, the provisions of the Intercreditor Agreements shall govern and control.

Intercreditor Agreements. The Lenders Each Lender hereby authorizes and the other Secured Parties hereby irrevocably authorize and instruct directs the Administrative Agent toand/or the Collateral Agent (a) to enter into the Intercreditor Agreements on its behalf, without perform the Intercreditor Agreements on its behalf and take any further consent actions thereunder as determined by the Administrative Agent or the Collateral Agent to be necessary or advisable to protect the interest of any the Lenders, and each Lender or agrees to be bound by the terms of the Intercreditor Agreements and (b) to enter into any other Secured Partyintercreditor agreement reasonably satisfactory to the Administrative Agent on its behalf, enter into (perform such intercreditor agreement on its behalf and take any actions thereunder as determined by the Administrative Agent or acknowledge the Collateral Agent to be necessary or advisable to protect the interests of the Lenders, and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify each Lender agrees to be bound by the terms of such intercreditor agreement. Each Lender acknowledges that (i) the ABL/Term Loan Intercreditor Agreement governs, among other things, Lien priorities and rights of the Lenders and the ABL Secured Parties (as defined in the ABL/Term Loan Intercreditor Agreement) with respect to the Collateral, including the ABL Priority Collateral and (ii) any First Lien the Term Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a governs, among other things, Lien permitted hereunder priorities and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) rights of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Junior Secured Parties irrevocably agree that (xas defined in the Term Intercreditor Agreement) with respect to the Administrative Agent may rely exclusively on Collateral, including the Term Priority Collateral. In the event of a certificate of an Officer of the Borrower as to whether the Liens governed by such conflict between any Intercreditor Agreement and any other Loan Document, the priority provisions of such Liens as contemplated thereby are not prohibited and (y) any the applicable Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderprevail.

Intercreditor Agreements. The Lenders (a) Each of the Facility Agent and the Lenders shall become a party to the Intercreditor Agreement by executing an accession agreement, in the form required by the Intercreditor Agreement, on or prior to the 2017 Amendment Effective Date or such other Secured Parties hereby irrevocably authorize date as such Lender becomes a party to this Agreement (by way of assignment, transfer, accession, joinder or otherwise). (b) At the request of the Company or a Permitted Affiliate Parent, in connection with the Incurrence by the Company or any Subsidiary Guarantor of any Indebtedness that is permitted to share the Collateral pursuant to the definition of Permitted Collateral Lien, the Company, the relevant Guarantors and instruct the Administrative Agent toSecurity Trustee shall enter into with the holders of such Indebtedness (or their duly authorized Representative) an intercreditor agreement, including a restatement, amendment or other modification of an existing intercreditor agreement (an “Additional Intercreditor Agreement”), on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Finance Parties), including with respect to the subordination, payment blockage, limitation on enforcement and release of Facilities Guarantees, priority and release of any Liens in respect of Collateral created under the Security Documents or other terms which become customary for similar agreements; provided, further, that such Additional Intercreditor Agreement will not impose any personal obligations on the Security Trustee or adversely affect the personal rights, duties, liabilities or immunities of the Security Trustee under this Agreement or the Intercreditor Agreement. For the avoidance of doubt, subject to the foregoing and the succeeding paragraph, any such Additional Intercreditor Agreement may provide for pari passu or subordinated Lien in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Collateral pursuant to the definition of Permitted Collateral Lien). (c) At the direction of the Company or a Permitted Affiliate Parent and without any further the consent of the Lenders, the Facility Agent and the Security Trustee will upon direction of the Company or a Permitted Affiliate Parent from time to time enter into one or more amendments to the Intercreditor Agreement or any Lender Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (2) add Guarantors or other parties (such as representatives of new issuances of Indebtedness) thereto; (3) further secure the Facilities (including Additional Facilities); (4) make provision for equal and ratable grants of Liens on the Collateral to secure Additional Facilities or to implement any Permitted Collateral Liens; (5) to amend the Intercreditor Agreement in accordance with its terms thereof, (6) make any other change to the Intercreditor Agreement or such Additional Intercreditor Agreement to provide for additional Indebtedness constituting Subordinated Obligations or any other Secured Party, enter into additional Indebtedness (including with respect to any Intercreditor Agreement or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Additional Intercreditor Agreement, (iithe addition of provisions relating to new Indebtedness ranking junior in right of payment to the Facilities) any First Lien Intercreditor or other obligations that are permitted by the terms of this Agreement with the Senior Representative(s) of Indebtedness to be Incurred and secured by a Lien permitted hereunder and intended to be on the Collateral on a senior, pari passu or junior basis with the Liens securing the Secured Obligations under this Agreement and Facilities or the Facilities Guarantees, (iii7) any Second Lien add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (8) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the Senior Representative(sterms thereof or; (9) make any change necessary or desirable, in the good faith determination of the Board of Directors or senior management of the Company, in order to implement any transaction that is subject to Section 5.01; (10) implement any transaction in connection with the renewal, extension, refinancing, replacement or increase of any Indebtedness that is secured by the Collateral and that is not prohibited by this Agreement; or (11) make any other change thereto that does not adversely affect the rights of the Lenders in any material respect; provided that, other than in compliance with clause (5) of the holders of Indebtedness secured by a Lien this Section 4.23(b), no such changes shall be permitted hereunder and intended to be junior to the extent they affect the ranking of any Facility or Facilities Guarantee, enforcement of Liens securing over the Secured Obligations under Collateral, the application of proceeds from the enforcement of Collateral or the release of any Facilities Guarantees or Collateral in a manner than would adversely affect the rights of the Lenders in any material respect except as otherwise permitted by this Agreement, the Intercreditor Agreement or any Additional Intercreditor Agreement immediately prior to such change. The Lenders and Company will not otherwise direct the other Secured Parties irrevocably agree that (x) Facility Agent or the Administrative Agent may rely exclusively on a certificate of an Officer of Security Trustee to enter into any amendment to the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesor, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Additional Intercreditor Agreement, without the consent of the Majority Lenders, and the Company or the Permitted Affiliate Parent may only direct the Facility Agent and the Security Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Facility Agent or Security Trustee or, in the opinion of the Facility Agent or Security Trustee, adversely affect their respective rights, duties, liabilities or immunities under this Agreement or the Intercreditor Agreement or any Additional Intercreditor Agreement. The foregoing provisions are intended as an inducement In relation to any provider the Intercreditor Agreement, the Facility Agent shall consent on behalf of the Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit obligations subordinated to the Loan Parties and Facilities thereby; provided, however, that such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundertransaction would comply with Section 4.07.

Intercreditor Agreements. The Lenders Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereunder (x) agrees that it will be bound by and will take no actions contrary to the other Secured Parties hereby irrevocably authorize provisions of the Intercreditor Agreements and instruct (y) authorizes and instructs GS to enter into the Intercreditor Agreements as Collateral Agent on behalf of such Lender, and GS to enter into the Intercreditor Agreements as First Lien Administrative Agent to(as defined therein) on behalf of such Lender. Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby further agrees that (a) the Agents may, from time to time on and after the Closing Date, without any further consent of any Lender or any other Secured PartyLender, enter into (or acknowledge amendments to, amendments and consent to) or amendrestatements of, renewsupplements to and/or replacements of, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any Intercreditor Agreement, (ii) and to enter into any First Lien Intercreditor Agreement other intercreditor agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted hereunder under this Agreement, in each case, in order to effect the relative priority of Liens on the Collateral and intended to provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Agreement to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be or junior or senior to the Liens securing the Secured Obligations under with respect to part or all of the Collateral, which are, in each case, incurred in accordance with Section 6 of this Agreement. The Lenders , and to establish certain relative rights as between the holders of the Obligations and the other Secured Parties irrevocably agree that holders of the Indebtedness secured by such Liens, (xb) the Administrative Agent Agents may rely exclusively on a certificate of an Authorized Officer of the Borrower as to whether the any such Liens governed by are permitted, and (c) such Intercreditor Agreement Agreements and any other intercreditor agreement referred to in the priority of such Liens as contemplated thereby are not prohibited and foregoing clause (ya) any Intercreditor Agreement entered into by the Administrative Agent Agents shall be binding on the Secured Parties. Furthermore, and each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby authorizes the other Secured Parties hereby agrees that it will take no actions contrary Agents to the provisions of, if entered into and if applicable, release or subordinate any Intercreditor Agreement. The foregoing provisions are intended as an inducement Lien on any property granted to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured held by the Collateral hereunderAgents under any Credit Document as provided in Section 10.18.

Intercreditor Agreements. The Lenders Each Issuing Lender and each Lender (on behalf of itself and its Affiliates) hereby authorize and direct Administrative Agent to enter into, to the other extent contemplated to be entered into pursuant to this Agreement, any Pari Passu Intercreditor Agreement on behalf of the Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent consent, authorization or other action by such Secured Party. Administrative Agent shall have the benefit of the provisions of Article 12 of this Agreement with respect to all actions taken by it pursuant to this Section 12.19 or in accordance with the terms of any Pari Passu Intercreditor Agreement to the full extent thereof. In addition, each Issuing Lender and each Lender (on behalf of itself and its Affiliates) constituting at least the Majority Lenders hereby authorize Administrative Agent or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify such successor (i) to execute or to enter into amendments of or supplements to, amendments and restatements of, waivers or other modifications of the Term Loan Collateral Documents, any Pari Passu Intercreditor Agreement and any additional or replacement intercreditor agreements, in each case, in order to effect the subordination of, and to provide for certain additional rights, obligations and limitations in respect of, any Liens that are junior or pari passu to the Liens securing the Indebtedness and incurred as permitted by this 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 or pari passu to the Liens securing the Indebtedness and (iii) any amendments, supplements or other modifications of any Collateral Document to add or remove any legend that may be required pursuant to any Pari Passu Intercreditor Agreement. Each Issuing Lender and each Lender (on behalf of itself and its Affiliates) constituting at least the Majority Lenders hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Pari Passu Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any First Lien Pari Passu Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by as if it were a Lien permitted hereunder signatory thereto and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, of any Pari Passu Intercreditor Agreement. The foregoing provisions are intended , (iii) agrees that no Secured Party shall have any right of action whatsoever against Administrative Agent as an inducement to any provider a result of any secured Specified Indebtedness not prohibited action taken by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, pursuant to this Section or amend, in accordance with the terms of any Pari Passu Intercreditor Agreement and (iv) authorizes and directs Administrative Agent to permit carry out the incurrence provisions and intent of any Specified Indebtedness permitted to be secured by the Collateral hereunderPari Passu Intercreditor Agreement.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Existing Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of Term Loan Refinancing Indebtedness, any Specified Indebtedness pursuant to Section 2.18 or any other Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent expressly contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amendany amendment (or amendment and restatement) to an Intercreditor Agreement expressly contemplated hereunder. In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements expressly contemplated hereunder, 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 or required by this Agreement. Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Permitted Pari Passu Debt or Permitted Junior Lien Debt under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to permit the incurrence assert against any Agent or any of its affiliates any Specified Indebtedness permitted to be secured by the Collateral hereunderclaims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. Notwithstanding anything to the contrary set forth in any Loan Document, to the extent the Administrative Agent enters into an Equal Priority Intercreditor Agreement or any other Intercreditor Agreement in accordance with the terms hereof, this Agreement will be subject to the terms and provisions of such Equal Priority Intercreditor Agreement or other Intercreditor Agreement, as applicable. In the event of any inconsistency between the provisions of this Agreement or any other Loan Document and any such Equal Priority Intercreditor Agreement or any other Intercreditor Agreement, the provisions of the Equal Priority Intercreditor Agreement or such other Intercreditor Agreement govern and control. The Lenders acknowledge and agree that each Agent is authorized to, and each Agent agrees that, with respect to any secured Indebtedness, upon request by a Borrower, it shall, enter into an Equal Priority Intercreditor Agreement or any other Intercreditor Agreement with the collateral agent or other Secured Parties Debt Representative of the holders of such Indebtedness unless such Indebtedness and any related Liens (including the priority of such Liens) are not permitted by Sections 7.01 and 7.03 of this Agreement. The Lenders hereby irrevocably authorize and instruct the Administrative Agent to, without to (a) enter into any further consent of any Lender such Equal Priority Intercreditor Agreement or any such other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (iib) any First Lien bind the Lenders on the terms set forth in such Equal Priority Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this or any such other Intercreditor Agreement and (iiic) any Second Lien perform and observe its obligations under such Equal Priority Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the or any such other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as Agents and each Secured Party agree that the Agents shall be entitled to rely and shall rely exclusively on an inducement officer’s certificate of a Borrower in determining whether it is permitted to any provider of any secured Specified Indebtedness enter into an Intercreditor Agreement pursuant to this Section. Each Secured Party covenants and agrees not prohibited by Section 6.01 to give the Collateral Agent or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit instruction that is not consistent with the incurrence provisions of any Specified Indebtedness permitted to be secured by the Collateral hereunderthis Section 10.13.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Pledge Agreement and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent exercise of any Lender right or remedy by the Collateral Agent hereunder, are subject to the provisions of any other Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Pledge Agreement, the terms of any Intercreditor Agreement shall govern and control. No right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of any such 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 Secured Party, enter into (or acknowledge and consent toParties) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, (ii) any First Junior Lien Intercreditor Agreement and any Pari Intercreditor Agreement and, with respect to the ABL Priority Collateral, any obligation of the Pledgors hereunder or under any other Security Document with respect to the delivery of, or granting control over, any 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 connection with any ABL Priority Collateral shall be deemed to be satisfied if the Pledgors comply with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) requirements of the holders similar provision of Indebtedness secured by a Lien permitted hereunder and intended to be junior the applicable ABL Credit Documents. The delivery of any ABL Priority Collateral to the Liens securing ABL Administrative Agent pursuant to the Secured Obligations ABL Credit Documents shall satisfy any delivery requirement hereunder or under this Agreementany other Security Document. The Lenders Furthermore, the Collateral Agent is authorized by the parties hereto and by the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority effect transfers of such Liens as contemplated thereby are not prohibited Collateral at any time in its possession (and (yany “control” or similar agreements with respect to such Collateral) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the ABL Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderAgent.

Intercreditor Agreements. The Lenders Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreements (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent modifications to, without such agreements in connection with the incurrence by any further consent Loan Party of any Lender Permitted Pari Passu Secured Refinancing Debt or any other Permitted Junior Secured PartyRefinancing Debt, enter into in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the Lenders acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify that the Intercreditor Agreements will be binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens may be created on the Term Loan Collateral pursuant to the definitive documents governing such Indebtedness, which liens shall be subject to the terms and conditions of any Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, of any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties Agreement and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, (iii) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter into, or amend, into any 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 any Loan Party of any Permitted Pari Passu Secured Refinancing Debt or any Permitted Junior Secured Refinancing Debt, in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral hereundersecuring the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Revolver Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of Term Loan Refinancing Indebtedness, any Specified Indebtedness under any Incremental Facilitypursuant to Section 2.18 or any other Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Lien/Second Lien Intercreditor Agreement with the Senior Representative(sand any other intercreditor agreement (including any other Intercreditor Agreement) of the holders of Indebtedness secured by a Lien or arrangement permitted hereunder under this Agreement (and intended to be junior to the Liens securing the Secured Obligations any amendments, amendments and restatements, restatements or waivers of, or supplements or other modifications to, any such agreement or arrangement permitted under this Agreement), and any such agreement or arrangement will be binding upon the Lenders. The Lenders Except as otherwise expressly set forth herein or in any Security Document, no Qualified Counterparty or Cash Management Provider that obtains the benefits of Section 9.4, any Guarantee or any Collateral by virtue of the provisions hereof or of any Guarantee or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Section 10 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Cash Management Obligations and Obligations arising under Specified Swap Agreements unless the other Secured Parties irrevocably agree that (x) Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may rely exclusively request, from the applicable Cash Management Provider or Qualified Counterparty, as the case may be. Each Lender and other Secured Party (a) understands, acknowledges and agrees that Liens will be created on a certificate of an Officer Collateral pursuant to the Second Lien Documents, which Liens shall be subject to the terms and conditions of the Borrower as to whether the Liens governed by such First Lien/Second Lien Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (yb) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of the First Lien/Second Lien Intercreditor Agreement or any other intercreditor agreement (including any other Intercreditor Agreement) (if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder).

Intercreditor Agreements. The Lenders Leasehold Mortgagee and Fee Mortgagee hereby agree that (a) if Leasehold Mortgagee becomes the owner of the Leasehold Estates regarding the Lease with Hold Landlord (whether pursuant to the exercise of remedies under the Credit Agreement or otherwise), then without limiting any provisions of those certain instruments titled Subordination Agreement, Acknowledgement of Lease, Assignment, Estoppel, Attornment and Non-Disturbance Agreement, dated as of the date hereof, by and among Hold Landlord, Fee Mortgagee and Tenant (collectively with any amendment or other Secured Parties hereby irrevocably authorize and instruct modification thereof, the Administrative Agent to“SNDAs”), without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) Leasehold Mortgagee shall be deemed a successor to Tenant’s interest under the Term Loan Intercreditor AgreementSNDAs, (ii) any First Lien Intercreditor Agreement with Leasehold Mortgagee shall thereafter be bound under the Senior Representative(sSNDAs (as successor to Tenant) of Indebtedness secured by a Lien permitted hereunder and intended subject to be pari passu with the Liens securing the Secured Obligations under this Agreement terms thereof, and (iii) Fee Mortgagee shall continue to be bound under the SNDAs subject to the terms thereof; and (b) if Fee Mortgagee becomes the owner of any Second Lien Intercreditor of the Demised Properties, whether pursuant to the exercise of remedies under the Loan Agreement, the other “Loan Documents” (as defined in the Loan Agreement), or otherwise, then without limiting any provisions of this Agreement, (i) Fee Mortgagee shall be deemed a successor to Hold Landlord’s interest under this Agreement with respect to such Demised Properties, (ii) Fee Mortgagee shall thereafter be bound under this Agreement (as successor to Landlord) subject to the Senior Representative(sterms hereof, and (iii) of the holders of Indebtedness secured by a Lien permitted hereunder and intended Leasehold Mortgagee shall continue to be junior bound under this Agreement subject to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderterms thereof.

Intercreditor Agreements. The Lenders Each Lender (and the other Secured Parties each Person that becomes a Lender hereunder pursuant Section 10.06) hereby irrevocably authorize authorizes and instruct directors the Administrative Agent to enter into any other Junior Lien Intercreditor Agreement on behalf of such Lender, in each case, as needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of such applicable intercreditor agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to the Administrative Agent and any successor serving in such capacity and agrees not to assert any claim (including as a result of any conflict of interest) against the Administrative Agent, or any such successor, arising from the role of the Administrative Agent or such successor under the Loan Documents or any such intercreditor agreement so long as it is either acting in accordance with the terms of such documents and otherwise has not engaged in gross negligence or willful misconduct (as determined in a final and non-appealable judgment by a court of competent jurisdiction). In addition, the Administrative Agent to, without any further consent of any Lender or any (other Secured Partythan the consent as to the form of Junior Lien Intercreditor Agreement contemplated by the definition of “Junior Lien Intercreditor Agreement”), enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First a Junior Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness secured by a Lien permitted hereunder and under Section 7.03 that is intended to be secured on a junior basis to the Liens securing the Secured Obligations Obligations, in each case, where such Indebtedness is secured by Liens permitted under this AgreementSection 7.01. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an a Responsible Officer of the Borrower as to whether the any such other Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any permitted. Any Junior Lien Intercreditor Agreement entered into by the Administrative Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Administrative Agent is hereby authorized to enter into any Customary Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien that such Customary Intercreditor Agreement with the Senior Representative(sis binding upon them. Each Lender (a) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Customary Intercreditor Agreement and (b) hereby authorizes and instructs the Administrative Agent to enter into the Customary Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. In addition, if entered each Lender hereby authorizes the Administrative Agent to enter into (i) any amendments to any Customary Intercreditor Agreement, and if applicable(ii) any other intercreditor arrangements, any 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 of this Agreement. Each Lender acknowledges and agrees that the Administrative Agent (or one or more of its Affiliates) may (but are not obligated to) act as the “Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto and/or under a Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, assert against the Administrative Agent shall enter intoor any of its affiliates any claims, causes of action, damages or amend, any Intercreditor Agreement to permit the incurrence liabilities of any Specified Indebtedness permitted to be secured by the Collateral hereunderwhatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Revolver Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of Term Loan Refinancing Indebtedness, any Specified Indebtedness under any Incremental Facility or any other Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Each Lender (in its capacities as a Lender and the other Secured Parties Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) and each Issuing Bank (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) hereby irrevocably authorize acknowledge, and instruct agree to, the Administrative Agent toterms of the ABL Intercreditor Agreement, the 1-1/2 Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, and further agree that (a) the Agents may, from time to time on and after the Closing Date, without any further consent of any Lender Lender, Issuing Bank or any other Secured Partycounterparty to an Ancillary Agreement, enter into (or acknowledge amendments to, amendments and consent to) or amendrestatements of, renewand/or replacements of, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any Intercreditor Agreement, (ii) and to enter into any First Lien Intercreditor Agreement other intercreditor agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders , in each case in order to effect the first-priority Liens of the ABL Priority Collateral and to provide for certain additional rights, obligations and limitations in respect of, any Liens required by the terms of this Agreement to be Second-Priority Liens, Notes-Priority Liens or other Liens that are, in each case, incurred in accordance with Article VI of this Agreement, and to establish certain relative rights as between the holders of the Obligations and the other Secured Parties irrevocably agree that holders of the Indebtedness secured by such Liens, (xb) the Administrative Agent Agents may rely exclusively on a certificate of an a Responsible Officer of the U.S. Borrower as to whether the any such Liens governed by are permitted, and (c) such Intercreditor Agreement Agreements and any other intercreditor agreement referred to in the priority of such Liens as contemplated thereby are not prohibited and foregoing clause (ya) any Intercreditor Agreement entered into by the Administrative Agent Agents shall be binding on the Secured Parties. Furthermore, and each Lender (in its capacities as a Lender and the other Secured Parties Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) and each Issuing Bank (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) hereby agrees that it will take no actions contrary authorize the Agents to release or subordinate any Lien on any property granted to or held by the Agents under any Loan Document (i) to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider holder of any secured Specified Indebtedness not prohibited Lien on such property that is permitted by Section 6.01 or Section 6.02 hereof to extend credit be senior to the Loan Parties Liens of the Collateral Agent on such property or (ii) that is or becomes Excluded Property; and such persons are intended third-party beneficiaries of such provisions. Further, the Agents shall do so upon request of the U.S. Borrower; provided that, prior to any such request, the U.S. Borrower shall have in each case delivered to the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit a certificate of a Responsible Officer of the incurrence of any Specified Indebtedness U.S. Borrower certifying that such Lien is permitted to be secured by senior to the Collateral hereunderLiens under this Agreement or that such property is Excluded Property, as applicable.

Intercreditor Agreements. The Lenders and (a) It is hereby agreed that the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent toSecond Priority Representatives and, without if any further consent of any Lender or any other Secured PartySenior Representative elects to become a party thereto, such Senior Representative, may enter into (intercreditor agreements or acknowledge similar arrangements governing the rights, benefits and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) privileges as among the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder Second Priority Debt Parties and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by on a Lien permitted hereunder and intended to be junior basis to the Liens securing Second Priority Debt Obligations and the Senior Obligations in respect of the Shared Collateral with one or more trustees, administrative agents, collateral agents or similar agents under the indenture or other governing agreement pursuant to which Indebtedness is issued, incurred or otherwise obtained, including as to application of proceeds of the Shared Collateral, control of the Shared Collateral and waivers, modifications and releases with respect to the Shared Collateral (each, as such agreement or arrangement may be amended, supplemented, restated or otherwise modified from time to time, a “Third Lien Intercreditor Agreement”). In the event that any Third Lien Intercreditor Agreement exists, the provisions thereof shall not, as between any of the Senior Secured Obligations under Parties, on the one hand, and any of the Second Priority Debt Parties, on the other hand, be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement shall remain in full force and effect in accordance with the terms hereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof). (b) Notwithstanding anything to the contrary contained in this Agreement. The Lenders , each party hereto agrees that the Senior Secured Parties (as among themselves) may enter into the First Lien Intercreditor Agreeement or other intercreditor agreements (or similar arrangements) governing the rights, benefits and privileges as among the First Lien Secured Parties in respect of the Shared Collateral, this Agreement and the other Senior Debt Documents, including as to application of proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared Collateral, in each case so long as the terms thereof do not violate or conflict with (i) the provisions of this Agreement with respect to the relative rights of the Senior Secured Parties irrevocably agree that on the one hand and the Second Priority Debt Parties on the other hand and/or (xii) the Administrative Agent Senior Debt Documents. The Second Priority Debt Parties (as among themselves) may rely exclusively on enter into an intercreditor agreement (or similar arrangement) (such agreement or arrangement, as may be amended, supplemented, restated or otherwise modified from time to time, a certificate of an Officer “Junior Lien Intercreditor Agreement”) governing the rights, benefits and privileges as among the Second Priority Debt Parties in respect of the Borrower as to whether the Liens governed by such Intercreditor Shared Collateral, this Agreement and the priority other Second Priority Debt Documents, including as to application of such Liens proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared Collateral, in each case so long as contemplated thereby are the terms thereof do not prohibited violate or conflict with (i) the provisions of this Agreement with respect to the relative rights of the Senior Secured Parties on the one hand and the Second Priority Debt Parties on the other hand and/or (yii) or the Second Priority Debt Documents. In any event, if a First Lien Intercreditor Agreement entered into by and/or a Junior Lien Intercreditor Agreement exists, the Administrative Agent provisions thereof shall not be binding on the Secured Parties(or be construed to be) an amendment, modification or other change to this Agreement or any other Senior Collateral Document or Second Priority Collateral Document, and each Lender the provisions of this Agreement and the other Senior Collateral Documents and Second Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). (c) Notwithstanding anything herein to the contrary, the provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the Senior Secured Parties hereby agrees that it will take no actions contrary to on the provisions of, if entered into one hand and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Second Priority Debt Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of on the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderother hand.

Intercreditor Agreements. The Lenders Each Lender (in its capacity as such and the other Secured Parties hereby irrevocably authorize on behalf of itself and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge its Affiliates as Cash Management Banks and consent toHedge Banks) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Existing Intercreditor Agreements and (y) authorizes and instructs Xxxxxxx Xxxxx to enter into the Existing Intercreditor Agreements as “Credit Agreement Agent” on behalf of such Lender. Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Cash Management Banks and Hedge Banks) hereby further agrees that (a) the Agents may, from time to time on and after the Closing Date, without any further consent of any Lender, enter into amendments to, amendments and restatements of, if entered into and if applicablesupplements to and/or replacements of, any Existing Intercreditor Agreement. The foregoing provisions are intended as an inducement , and to enter into any provider of any secured Specified Indebtedness not prohibited by Section 6.01 other intercreditor agreement with the collateral agent or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request other representatives of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence holders of any Specified Indebtedness that is permitted to be secured by a Lien on the Collateral hereunderthat is permitted under this Agreement, in each case, in order to effect the relative priority of Liens on the Collateral and to provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Agreement to be pari passu with or junior or senior to the Liens securing the Obligations with respect to part or all of the Collateral, which are, in each case, incurred in accordance with Article VIII of this Agreement, and to establish certain relative rights as between the holders of the Obligations and the holders of the Indebtedness secured by such Liens, (b) the Agents may rely exclusively on a certificate of a Responsible Officer of Borrower as to whether any such Liens are permitted, and (c) such Existing Intercreditor Agreements and any other intercreditor agreement referred to in the foregoing clause (a) entered into by the Agents shall be binding on the Secured Parties. Furthermore, each Lender (in its capacity as such and on behalf of itself and its Affiliates as Cash Management Banks and Hedge Banks) hereby authorizes the Agents to release or subordinate any Lien on any property granted to or held by the Agents under any Loan Document as provided in Section 10.08.

Intercreditor Agreements. The Lenders Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereunder (x) agrees that it will be bound by and will take no actions contrary to the provisions of the ABL/Term Loan Intercreditor Agreement and any other Secured Parties hereby irrevocably authorize Intercreditor Agreements and instruct (y) authorizes and instructs WFB to enter into the ABL/Term Loan Intercreditor Agreement and any other Intercreditor Agreements as Collateral Agent on behalf of such Lender, and WFB to enter into the ABL/Term Loan Intercreditor Agreement and any other Intercreditor Agreements as ABL/Term Loan Administrative Agent to(as defined therein) on behalf of such Lender. Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby further agrees that (a) the Agents may, from time to time on and after the Closing Date, without any further consent of any Lender Lender, enter into amendments to, amendments and restatements of, supplements to and/or replacements of, the ABL/Term Loan Intercreditor Agreement or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) and enter into any First Lien Intercreditor Agreement other intercreditor agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted hereunder under this Agreement, in each case in order to effect the relative priority of Liens on the Collateral and intended to provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Agreement to be junior or senior to the Liens securing the Secured Obligations under with respect to part or all of the Collateral, which are, in each case, incurred in accordance with Section 6 of this Agreement. The Lenders , and to establish certain relative rights as between the holders of the Obligations and the other Secured Parties irrevocably agree that holders of the Indebtedness secured by such Liens, (xb) the Administrative Agent Agents may rely exclusively on a certificate of an Authorized Officer of the Borrower Representative as to whether the Liens governed by such Intercreditor Agreement and the priority of any such Liens as contemplated thereby are not prohibited permitted, and (yc) such ABL/Term Loan Intercreditor Agreement, any other Intercreditor Agreement Agreements and any other intercreditor agreement referred to in the foregoing clause (a) entered into by the Administrative Agent Agents shall be binding on the Secured Parties. Furthermore, and each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby authorizes the other Secured Parties hereby agrees that it will take no actions contrary Agents to the provisions of, if entered into and if applicable, release or subordinate any Intercreditor Agreement. The foregoing provisions are intended as an inducement Lien on any property granted to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured held by the Collateral hereunderAgents under any Credit Document as provided in Section 10.18.

Intercreditor Agreements. The Lenders (a) Each party hereto agrees that the Senior Creditors (as among themselves) and the Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First Lien Agent or Second Priority Agent governing the rights, benefits and privileges as among the Senior Creditors or the Second Priority Secured Parties, as the case may be, in respect of the Common Collateral, this Agreement and the other Secured Parties hereby irrevocably authorize Senior Collateral Documents or Second Priority Collateral Documents, as the case may be, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and instruct waivers with respect to the Administrative Agent toCommon Collateral, without any further consent in each case so long as (A) in the case of any Lender such intercreditor agreement (or similar arrangement) affecting any Senior Creditors, the First Lien Agent acting on behalf of such Senior Creditors agrees in its sole discretion, or is otherwise obligated pursuant to the terms of the applicable Senior Collateral Documents, to enter into any such intercreditor agreement (or similar arrangement) and (B) in the case of any such intercreditor agreement (or similar arrangement) affecting the Senior Creditors holding Senior Creditor Claims under the Credit Agreement, such intercreditor agreement (or similar arrangement) is permitted under the Credit Agreement or the Required Lenders otherwise authorize the applicable First Lien Agent to enter into any such intercreditor agreement (or similar arrangement). If a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, and the provisions of this Agreement shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Borrower or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) Subsidiary thereof incurs any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness Obligations secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) on any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be Common Collateral that is junior to Liens thereon securing any Senior Creditor Claims or Second Priority Claims, as the Liens securing case may be, and such Obligations are not designated by the Secured Obligations under this Agreement. The Lenders and Borrower as Second Priority Claims, then the other Secured Parties irrevocably agree that (x) First Priority Designated Agent, the Administrative First Priority Collateral Agent may rely exclusively on a certificate of an Officer and/or Second Priority Designated Agent shall upon the request of the Borrower enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to whether application of the Liens governed by such Intercreditor Agreement and the priority proceeds of such Liens Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as contemplated thereby such secured Obligations are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesby, and each Lender the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the Senior Creditor Documents or Second Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any Senior Creditor Documents or Second Priority Documents, and the other Secured Parties hereby agrees that it will take no actions contrary provisions of this Agreement, the Senior Creditor Documents and the Second Priority Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the provisions ofrespective terms thereof, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement including to give effect to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 intercreditor agreement (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundersimilar arrangement)).

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct (a) Each of the Administrative Agent toand the Lenders shall become a party to the Existing Intercreditor Agreement by executing an accession agreement, in the form required by the Existing Intercreditor Agreement, on or prior to the Amendment Effective Date or such other date as such Lender becomes a party this Agreement (by way of assignment, transfer, accession, joinder or otherwise). (b) At the request of the Company or a Permitted Affiliate Parent, in connection with the Incurrence by a Loan Party of any Indebtedness that is permitted to share in the Collateral pursuant to the definition of “Permitted Collateral Lien”, the Loan Parties, the Lenders, the Administrative Agent and the Security Trustee shall enter into with the holders of such Indebtedness (or their duly authorized Representative) an intercreditor agreement, including a restatement, amendment or other modification of the Existing Intercreditor Agreement (an “Additional Intercreditor Agreement”), on substantially the same terms as the applicable Intercreditor Agreement (or on terms not materially less favorable to the Finance Parties), including, with respect to the subordination, payment blockage, limitation on enforcement, and release of the Guaranty, priority and release of any Liens in respect of Collateral or other terms which become customary for similar agreements. For the avoidance of doubt, subject to the foregoing and the succeeding paragraph, any such Additional Intercreditor Agreement may provide for pari passu or subordinated Lien in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Collateral pursuant to the definition of Permitted Collateral Lien). (c) At the direction of the Company or a Permitted Affiliate Parent and without any further the consent of the Lenders, the Administrative Agent will upon direction of the Company or a Permitted Affiliate Parent from time to time enter into one or more amendments to the applicable Intercreditor Agreement to: (1) cure any Lender ambiguity, omission, manifest error, defect or inconsistency therein; (2) add other parties (such as representatives of new issuances of Indebtedness) thereto; (3) further secure the Obligations and the Guaranty; (4) make provision for equal and ratable grants of Liens on the Collateral to secure Additional Facilities or implement any Permitted Collateral Liens; (5) make any other change to the applicable Intercreditor Agreement to provide for additional Indebtedness constituting Subordinated Obligations or any other Secured Partyadditional Indebtedness (in either case, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) including with respect to the Term Loan applicable Intercreditor Agreement, (iithe addition of provisions relating to new Indebtedness ranking junior in right of payment to the Facilities) any First Lien Intercreditor or other obligations that are permitted by the terms of this Agreement with the Senior Representative(s) of Indebtedness to be Incurred and secured by a Lien permitted hereunder and intended to be on the Collateral on a senior, pari passu or junior basis with the Liens securing the Secured Obligations under this Agreement and Facilities, (iii6) any Second Lien add Restricted Subsidiaries to the applicable Intercreditor Agreement, (7) amend the applicable Intercreditor Agreement in accordance with the Senior Representative(s) terms thereof or; (8) make any change necessary or desirable, in the good faith determination of the holders Board of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer Directors or senior management of the Borrower as Company, in order to whether implement any transaction that is subject to Section 5.01; (9) implement any transaction in connection with the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesrenewal, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions ofextension, if entered into and if applicablerefinancing, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider replacement or increase of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be that is secured by the Collateral hereunder.and that is not prohibited by this Agreement; or (10) make any other change thereto that does not adversely affect the rights of the Finance Parties in any material respect; provided that no such changes shall be permitted to the extent they affect the ranking of the Facilities or the release of any Guaranty in a manner than would adversely affect the rights of the Finance Parties in any material respect except as otherwise permitted by this Agreement, or the applicable Intercreditor Agreement, immediately prior to such change. The Company will not otherwise direct the Administrative Agent to enter into any amendment to the applicable Intercreditor Agreement without the consent of the Required Lenders, except as otherwise permitted pursuant to Section 10.01 (

Intercreditor Agreements. The Lenders and (a) [Reserved]. (b) At the other Secured Parties hereby irrevocably authorize and instruct request of the Company or a Permitted Affiliate Parent, in connection with the Incurrence by a Loan Party of any Indebtedness that is permitted to share in the Collateral pursuant to the definition of “Permitted Collateral Lien”, the Loan Parties, the Lenders, the Administrative Agent and the Security Trustee shall enter into with the holders of such Indebtedness (or their duly authorized Representative) an intercreditor agreement, including an accession to, or a restatement, amendment or other modification of the Existing Intercreditor Agreement (an “Additional Intercreditor Agreement”), on substantially the same terms as such applicable Intercreditor Agreement (or on terms not materially less favorable to the Finance Parties), including, with respect to the subordination, payment blockage, limitation on enforcement, and release of the Guaranty, priority and release of any Liens in respect of Collateral or other terms which become customary for similar agreements. For the avoidance of doubt, subject to the foregoing and Section 4.23(c), any such Additional Intercreditor Agreement may provide for pari passu or subordinated Liens in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Collateral (with the specified priority) pursuant to the definition of Permitted Collateral Lien). The Lenders expressly authorize the Administrative Agent to execute any such Additional Intercreditor Agreement and acknowledge and agree that any such Additional Intercreditor Agreement executed by the Administrative Agent shall bind the Lenders. (c) At the direction of the Company or a Permitted Affiliate Parent and without any further the consent of any Lender the Lenders, the Administrative Agent will upon direction of the Company or a Permitted Affiliate Parent from time to time enter into one or more amendments to the applicable Intercreditor Agreement or any other Secured PartyCollateral Document to: (1) cure any ambiguity, enter into omission, manifest error, defect or inconsistency therein; (2) add other parties (such as representatives of new issuances of Indebtedness) thereto; (3) further secure the Obligations and the Guaranty; (4) make provision for equal and ratable grants of Liens on the Collateral to secure Additional Facilities or acknowledge and consent toimplement any Permitted Collateral Liens; (5) make any other change to the applicable Intercreditor Agreement or amendany other Collateral Document to provide for additional Indebtedness constituting Subordinated Obligations or any other additional Indebtedness (in either case, renew, extend, supplement, restate, replace, waive or otherwise modify (i) including with respect to the Term Loan applicable Intercreditor Agreement, (iithe addition of provisions relating to new Indebtedness ranking junior in right of payment to the Facilities) any First Lien Intercreditor or other obligations that are permitted by the terms of this Agreement with the Senior Representative(s) of Indebtedness to be Incurred and secured by a Lien permitted hereunder and intended to be on the Collateral on a pari passu or junior basis with the Liens securing the Secured Obligations under this Agreement and Facilities; (iii6) any Second Lien add Restricted Subsidiaries to the applicable Intercreditor Agreement or any other Collateral Document; (7) amend the applicable Intercreditor Agreement or any other Collateral Document in accordance with the Senior Representative(s) terms thereof; (8) make any change necessary or desirable, in the good faith determination of the holders Board of Directors or senior management of the Company, in order to implement any transaction that is subject to Section 5.01; (9) implement any transaction in connection with the renewal, extension, refinancing, replacement or increase of any Indebtedness that is secured by a Lien the Collateral and that is not prohibited by this Agreement; or (10) make any other change thereto that does not adversely affect the rights of the Finance Parties in any material respect; provided that no such changes shall be permitted hereunder and intended to be junior to the Liens securing extent they affect the Secured Obligations under ranking of the Facilities or the release of any Guaranty in a manner that would adversely affect the rights of the Finance Parties in any material respect except as otherwise permitted by this Agreement, or the applicable Intercreditor Agreement, immediately prior to such change. The Company or a Permitted Affiliate Parent will not otherwise direct the Administrative Agent to enter into any amendment to the applicable Intercreditor Agreement or any other Collateral Document without the consent of the Required Lenders, except as otherwise permitted pursuant to Section 10.01 of this Agreement. The Lenders and the other Secured Parties irrevocably agree that (xThis Section 4.23(c) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) shall supersede any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary provisions in Section 10.01 to the provisions of, if entered into and if applicable, contrary. (d) In relation to any applicable Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter intoconsent on behalf of the Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or amend, any Intercreditor Agreement to permit the incurrence redemption of any Specified Indebtedness permitted obligations subordinated to be secured by the Collateral hereunderFacilities thereby; provided that such transaction would comply with Section 4.07.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct (a) Each of the Administrative Agent toand the Lenders shall become a party to the Existing Intercreditor Agreement, on or prior to the 2020 Amendment Effective Date or such other date as such Lender becomes a party this Agreement (by way of assignment, transfer, accession, joinder or otherwise). (b) At the request of the Company or a Permitted Affiliate Parent, in connection with the Incurrence by a Loan Party of any Indebtedness that is permitted to share in the Collateral pursuant to the definition of “Permitted Collateral Lien”, the Loan Parties, the Lenders, the Administrative Agent and the Security Trustee shall enter into with the holders of such Indebtedness (or their duly authorized Representative) an intercreditor agreement, including a restatement, amendment or other modification of the Existing Intercreditor Agreement (an “Additional Intercreditor Agreement”), on substantially the same terms as the applicable Intercreditor Agreement (or on terms not materially less favorable to the Finance Parties), including, with respect to the subordination, payment blockage, limitation on enforcement, and release of the Guaranty, priority and release of any Liens in respect of Collateral or other terms which become customary for similar agreements. For the avoidance of doubt, subject to the foregoing and Section 4.23(c), any such Additional Intercreditor Agreement may provide for pari passu or subordinated Liens in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Collateral (with the specified priority) pursuant to the definition of Permitted Collateral Lien). The Lenders expressly authorize the Administrative Agent to execute any such Additional Intercreditor Agreement and acknowledge and agree that any such Additional Intercreditor Agreement executed by the Administrative Agent shall bind the Lenders. (c) At the direction of the Company or a Permitted Affiliate Parent and without any further the consent of any Lender the Lenders, the Administrative Agent will upon direction of the Company or a Permitted Affiliate Parent from time to time enter into one or more amendments to the applicable Intercreditor Agreement or any other Secured PartyCollateral Document to: (1) cure any ambiguity, enter into omission, manifest error, defect or inconsistency therein; (2) add other parties (such as representatives of new issuances of Indebtedness) thereto; (3) further secure the Obligations and the Guaranty; (4) make provision for equal and ratable grants of Liens on the Collateral to secure Additional Facilities or acknowledge and consent toimplement any Permitted Collateral Liens; (5) make any other change to the applicable Intercreditor Agreement or amendany other Collateral Document to provide for additional Indebtedness constituting Subordinated Obligations or any other additional Indebtedness (in either case, renew, extend, supplement, restate, replace, waive or otherwise modify (i) including with respect to the Term Loan applicable Intercreditor Agreement, (iithe addition of provisions relating to new Indebtedness ranking junior in right of payment to the Facilities) any First Lien Intercreditor or other obligations that are permitted by the terms of this Agreement with the Senior Representative(s) of Indebtedness to be Incurred and secured by a Lien permitted hereunder and intended to be on the Collateral on a pari passu or junior basis with the Liens securing the Secured Obligations under this Agreement and Facilities; (iii6) any Second Lien add Restricted Subsidiaries to the applicable Intercreditor Agreement or any other Collateral Document; (7) amend the applicable Intercreditor Agreement or any other Collateral Document in accordance with the Senior Representative(s) terms thereof; (8) make any change necessary or desirable, in the good faith determination of the holders Board of Directors or senior management of the Company, in order to implement any transaction that is subject to Section 5.01; (9) implement any transaction in connection with the renewal, extension, refinancing, replacement or increase of any Indebtedness that is secured by a Lien the Collateral and that is not prohibited by this Agreement; or (10) make any other change thereto that does not adversely affect the rights of the Finance Parties in any material respect; provided that no such changes shall be permitted hereunder and intended to be junior to the Liens securing extent they affect the Secured Obligations under ranking of the Facilities or the release of any Guaranty in a manner that would adversely affect the rights of the Finance Parties in any material respect except as otherwise permitted by this Agreement, or the applicable Intercreditor Agreement, immediately prior to such change. The Company or a Permitted Affiliate Parent will not otherwise direct the Administrative Agent to enter into any amendment to the applicable Intercreditor Agreement or any other Collateral Document without the consent of the Required Lenders, except as otherwise permitted pursuant to Section 10.01 of this Agreement. The Lenders and the other Secured Parties irrevocably agree that (xThis Section 4.23(c) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) shall supersede any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary provisions in Section 10.01 to the provisions of, if entered into and if applicable, contrary. (d) In relation to any applicable Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter intoconsent on behalf of the Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or amend, any Intercreditor Agreement to permit the incurrence redemption of any Specified Indebtedness permitted obligations subordinated to be secured by the Collateral hereunderFacilities thereby; provided that such transaction would comply with Section 4.07.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent and the other Secured Parties hereby irrevocably authorize hereunder are subject to the provisions of the ABL Intercreditor Agreement and instruct other Intercreditor Agreements. In the Administrative Agent to, without any further consent event of any Lender conflict or inconsistency between the provisions of, on the one hand, the ABL Intercreditor Agreement and any other Secured PartyIntercreditor Agreements and, enter into on the other hand, this Agreement, the provisions of the ABL Intercreditor Agreement and such other Intercreditor Agreements shall control. In the event of any conflict or inconsistency between the provisions of any of the Intercreditor Agreements, such conflict shall be resolved pursuant to the terms of such agreements. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent shall be subject to the terms of the ABL Intercreditor Agreement and, until the Discharge (or acknowledge and consent toas defined in the ABL Intercreditor Agreement) or amendof the Notes Obligations, renew, extend, supplement, restate, replace, waive or otherwise modify (i) no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Term Notes Priority Collateral that is inconsistent with such Loan Party’s obligations under the First-Lien Note Documents (as defined in the ABL Intercreditor Agreement, ) and (ii) any First Lien Intercreditor Agreement obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any Notes Priority Collateral, 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 shall be deemed to be satisfied if such Loan Party complies with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) requirements of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer similar provision of the Borrower applicable First-Lien Notes Documents (as to whether defined in the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any ABL Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder).

Intercreditor Agreements. The Lenders (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the other Credit Parties with respect to any Permitted Additional Debt, Permitted Pari Term Loan Debt or any Permitted Refinancing thereof may, to the extent set forth herein, be secured by Liens on assets of the Borrower and the other Credit Parties that constitute collateral security for the Obligations. Upon the approval of an Intercreditor Agreement by the requisite parties required to approve such Intercreditor Agreement pursuant to this Agreement, each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorize authorizes and instruct directs the Administrative Agent toto execute and deliver, in each case on behalf of such Secured Party and without any further consent of any Lender consent, authorization or any other action by such Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) from time to time upon the Term Loan request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Debt, such Intercreditor Agreement, Agreement and (ii) any First Lien Intercreditor Agreement with the Senior Representative(sdocuments relating thereto. (b) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) Each of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to Lenders, the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of, if entered into and if applicable, of any Intercreditor Agreement. The foregoing provisions are intended as an inducement to , (iii) agrees that no Secured Party shall have any provider right of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 12.20 or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs the Administrative Agent to carry out the provisions and intent of each Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, refinancing or replacement of any Permitted Additional Debt or Permitted Pari Term Loan Debt, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Instrument to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) The Administrative Agent shall enter into, have the benefit of the provisions of Article XI with respect to all actions taken by it pursuant to this Section 12.20 or amend, in accordance with the terms of any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderfull extent thereof.

Intercreditor Agreements. The Lenders Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereunder (x) agrees that it will be bound by and will take no actions contrary to the other Secured Parties hereby irrevocably authorize provisions of the Intercreditor Agreements and instruct (y) authorizes and instructs MSSF to enter into the Intercreditor Agreements as Collateral Agent on behalf of such Lender, and MSSF to enter into the Intercreditor Agreements as First Lien Administrative Agent to(as defined therein) on behalf of such Lender. Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby further agrees that (a) the Agents may, from time to time on and after the Closing Date, without any further consent of any Lender or any other Secured PartyLender, enter into (or acknowledge amendments to, amendments and consent to) or amendrestatements of, renewsupplements to and/or replacements of, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any Intercreditor Agreement, (ii) and enter into any First Lien Intercreditor Agreement other intercreditor agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted hereunder under this Agreement, in each case in order to effect the relative priority of Liens on the Collateral and intended to provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Agreement to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be or junior or senior to the Liens securing the Secured Obligations under with respect to part or all of the Collateral, which are, in each case, incurred in accordance with Section 6 of this Agreement. The Lenders , and to establish certain relative rights as between the holders of the Obligations and the other Secured Parties irrevocably agree that holders of the Indebtedness secured by such Liens, (xb) the Administrative Agent Agents may rely exclusively on a certificate of an Authorized Officer of the Borrower as to whether the any such Liens governed by are permitted, and (c) such Intercreditor Agreement Agreements and any other intercreditor agreement referred to in the priority of such Liens as contemplated thereby are not prohibited and foregoing clause (ya) any Intercreditor Agreement entered into by the Administrative Agent Agents shall be binding on the Secured Parties. Furthermore, and each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby authorizes the other Secured Parties hereby agrees that it will take no actions contrary Agents to the provisions of, if entered into and if applicable, release or subordinate any Intercreditor Agreement. The foregoing provisions are intended as an inducement Lien on any property granted to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured held by the Collateral hereunderAgents under any Credit Document as provided in Section 10.18.

Intercreditor Agreements. (a) By acceptance of the benefits of this Agreement, each of the Secured Parties shall be deemed to have agreed to be bound by the terms hereof. The provisions of this Section 6.4 are, and are intended, solely to establish certain rights as between the Secured Parties and shall not create, and shall not be construed as creating, any rights enforceable by any Grantor, any Subsidiary or any Affiliate of any Grantor (regardless of whether such Grantor, Subsidiary or Affiliate is a Secured Party) or rights enforceable by the Indenture Trustee against any Grantor unless and to the extent required by the express terms of the Indenture. (b) By acceptance of the benefits of this Agreement, each of the Secured Parties shall be deemed irrevocably (i) to consent to the appointment of the Administrative Agent as its agent hereunder, (ii) to confirm that the Administrative Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement against any Grantor or the exercise of remedies hereunder and (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement against any Grantor or to exercise any remedy hereunder. (c) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 7.02, 7.03, 7.04 and 9.02 of the Credit Agreement) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final nonappealable judgment. (d) The Indenture Trustee shall not be entitled to, and shall not, (i) direct the actions of the Administrative Agent hereunder, (ii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Administrative Agent to enforce any provisions of this Agreement against any Grantor or to exercise any remedy hereunder, (iii) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Administrative Agent from taking any action (including, without limitation, the enforcement of any provisions of this Agreement against any Grantor, the exercise of any remedy hereunder, the release of any Collateral hereunder or the consent to any amendment or modification of this Agreement or the grant of any waiver hereunder), or refraining from taking any such action, in accordance with this Agreement or (iv) take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Administrative Agent in taking any such action in accordance with this Agreement. By acceptance of the benefits under this Agreement, the Indenture Trustee will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Administrative Agent and the other Lenders to permit the Indenture Trustee to be a Secured Party under this Agreement and are being relied upon by the Lenders as consideration therefor. (e) THE ADMINISTRATIVE AGENT HAS CONSENTED TO SERVE AS ADMINISTRATIVE AGENT HEREUNDER ON THE EXPRESS UNDERSTANDING, THAT THE INDENTURE TRUSTEE, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT, SHALL BE DEEMED TO HAVE AGREED THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY AND SHALL OWE NO OBLIGATION OR RESPONSIBILITY (FIDUCIARY OR OTHERWISE) TO THE INDENTURE TRUSTEE, OTHER THAN THE DUTY TO PERFORM ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT IN ACCORDANCE WITH THEIR TERMS, SUBJECT IN ALL EVENTS TO THE PROVISIONS OF SECTION 6.5 AND THE OTHER PROVISIONS OF THIS AGREEMENT LIMITING THE RESPONSIBILITY OR LIABILITY OF THE ADMINISTRATIVE AGENT HEREUNDER. WITHOUT LIMITING THE FOREGOING, THE INDENTURE TRUSTEE, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT, SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT THE INDENTURE TRUSTEE MIGHT HAVE AS A SECURED PARTY UNDER APPLICABLE LAW OR OTHERWISE, TO COMPEL THE SALE OR OTHER DISPOSITION OF ANY COLLATERAL, AND ANY OBLIGATION THE ADMINISTRATIVE AGENT MIGHT HAVE, UNDER APPLICABLE LAW OR OTHERWISE, TO OBTAIN ANY MINIMUM PRICE FOR ANY COLLATERAL UPON THE SALE THEREOF, IT BEING EXPRESSLY UNDERSTOOD, AND THE AVAILABILITY OF THE BENEFITS OF THIS AGREEMENT TO THE INDENTURE TRUSTEE BEING CONDITIONED UPON THE UNDERSTANDING, THAT THE SOLE RIGHT OF THE INDENTURE TRUSTEE SHALL BE TO RECEIVE ITS RATABLE SHARE OF ANY PROCEEDS OF THE COLLATERAL OR OF ANY COLLATERAL CONSISTING OF CASH. (f) By acceptance of the benefits of this Agreement, each of the Secured Parties shall, ratably in accordance with the amount of the Secured Obligations owed to it, indemnify the Administrative Agent (to the extent it shall not have been reimbursed by the Grantors) against any expense or liability that the Administrative Agent would be entitled to recover from the Grantors pursuant to Section 7.3. Any amount so owed by a Secured Party can be withheld by the Administrative Agent from any amount owed to such Secured Party. (g) The Administrative Agent shall be entitled to rely on information provided by the Secured Parties, or representatives of the Secured Parties, as to the amount of the Secured Obligations. (h) The Administrative Agent and each of the Secured Parties hereby irrevocably authorize agrees that the Liens and instruct security interests granted to the Administrative Agent tohereunder shall be treated, as among the Secured Parties, as being for the equal and proportionate benefit of all the Secured Parties, without any further consent preference, priority, prejudice or distinction as to Lien or security interest of any Lender or Secured Party over any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured shall at all times be shared by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderprovided herein.

Intercreditor Agreements. The Lenders Reference is made to the ABL/Bond Intercreditor Agreement, dated as of May 29, 2013, among SunTrust Bank, as ABL Agent (as defined in the ABL/Bond Intercreditor Agreement) for the ABL Secured Parties referred to therein; Wilmington Trust, National Association, as Notes Collateral Agent (as defined in the ABL/Bond Intercreditor Agreement) for the Notes Secured Parties referred to therein; each Additional Part Notes Debt Agent (as defined in the ABL/Bond Intercreditor Agreement), for the Pari Notes Debt Secured Parties referred to therein; Builders FirstSource, Inc. and the other Secured Parties hereby irrevocably authorize and instruct Subsidiaries of Builders FirstSource, Inc. party thereto (the Administrative Agent to“ABL/Bond Intercreditor Agreement”). Each Person that is secured hereunder, without any further consent by accepting the benefits of any Lender or any other Secured Partythe security provided hereby, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) consents (or is deemed to consent), to the Term Loan subordination of Liens provided for in the ABL/Bond Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(sagrees (or is deemed to agree) of Indebtedness secured by a Lien permitted hereunder and intended to that it will be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesbound by, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to, the provisions of the ABL/Bond Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the ABL Agent on behalf of such Person to enter into, and perform under, the ABL/Bond Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the ABL/Bond Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions ofof the ABL/Bond Intercreditor Agreement and, if entered into and if applicableto the extent provided therein, any the applicable Security Documents (as defined in the ABL/Bond Intercreditor Agreement). The foregoing provisions are intended as an inducement to any provider In the event of any secured Specified Indebtedness not prohibited by Section 6.01 conflict or Section 6.02 hereof to extend credit to inconsistency between the Loan Parties provisions of this Trademark Security Agreement and such persons are intended third-party beneficiaries of such provisions. Furtherthe ABL/Bond Intercreditor Agreement, upon request the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any ABL/Bond Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundershall control.

Intercreditor Agreements. The Lenders (a) Each Lender (and the other Secured Parties each Person that becomes a Lender pursuant to Section 9.04 (Successors and Assigns)) hereby irrevocably authorize (i) authorizes and instruct directs the Administrative Agent to, without any further consent of any Lender or any other Secured Party, and the Collateral Agent to enter into (or acknowledge the Pari Passu Intercreditor Agreement on behalf of such Lender and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) agrees that the Term Loan Administrative Agent and the Collateral Agent may take such actions on its behalf as are contemplated by the terms of the Pari Passu Intercreditor Agreement, (ii) any First authorizes and directs the Administrative Agent and the Collateral Agent to execute the Pari Passu Intercreditor Agreement and the other Loan Documents to which they are or either of them is a party on behalf of such Lxxxxx and agrees that the Collateral Agent may take such actions on behalf of such Lender as are contemplated by the terms of the Pari Passu Intercreditor Agreement, and (iii) acknowledges that the Collateral Agent is acting as Collateral Agent for all of the Secured Parties and not solely the Lender Parties. (b) Each Lender (and each Person that becomes a Lender pursuant to Section 9.04 (Successors and Assigns)) hereby (i) authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Junior Lien Intercreditor Agreement with on behalf of such Lxxxxx and agrees that the Senior Representative(sAdministrative Agent and the Collateral Agent may take such actions on its behalf as are contemplated by the terms of the Junior Lien Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent and the Collateral Agent to execute the Junior Lien Intercreditor Agreement and the other Loan Documents to which they are or either of Indebtedness secured them is a party on behalf of such Lxxxxx and agrees that the Collateral Agent may take such actions on behalf of such Lender as are contemplated by a the terms of the Junior Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Intercreditor Agreement and (iii) any Second Lien Intercreditor Agreement with acknowledges that the Senior Representative(s) Collateral Agent is acting as Collateral Agent for all of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) and not solely the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Lender Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.