Common use of Intercreditor Matters Clause in Contracts

Intercreditor Matters. (a) Each Lender from time to time party hereto, the Agent and the Borrower hereby consent to and agree with the terms of the Senior Debt Intercreditor Agreement and such Lenders hereby (i) acknowledge and agree that each General Lien and/or Priority Lien in all Collateral now owned or hereafter acquired and all remedies available with respect to such Collateral are subject to the terms of the Senior Debt Intercreditor Agreement, (ii) directs the Agent on their behalf to enter into each of the Senior Debt Intercreditor Agreement and the Collateral Agency Agreements and consents to the service by the Agent in the capacity of Priority Collateral Agent and Designated Collateral Subagent (as defined in the General Security Agreement) and (iii) acknowledges and agrees that: (A) With respect to the Debenture Holders, the determination of the Required Enforcement General Secured Parties shall be made based on the entire amount of Senior Debenture Obligations then outstanding voting on a consolidated basis as a single vote as directed to the Bond Trustee by such Debenture Holders as may be required for any enforcement action under the terms of the Indenture, and (B) With respect to the Lenders, the determination of the Required Enforcement General Secured Parties, the Required General Secured Parties and the Required Priority Secured parties shall be made based on the entire amount of Senior Revolving Credit Obligations then outstanding voting on a consolidated basis as a single vote as directed by the Required Lenders. (b) Each Lender from time to time party hereto, the Agent and the Borrower hereby further consent to and agree with the terms of the Leased Facility Intercreditor Agreement and the Securitization Intercreditor Agreement and directs the Agent on their behalf to enter into such agreements.

Intercreditor Matters. (a) Each Lender from time to time party hereto, of the Administrative Agent and the Borrower hereby consent Lenders, by delivering its signature page hereto shall be deemed to and agree with the terms of the Senior Debt Intercreditor Agreement and such Lenders hereby have (i) acknowledge acknowledged receipt of, consented to and agree that each General approved and agreed to be bound by the Post-Petition Intercreditor Arrangement, and (ii) authorized and directed the Prepetition First Lien and/or Priority Agent, the Prepetition Second Lien Administrative Agent, the Prepetition Second Lien Notes Trustee and the Prepetition Second Lien Collateral Trustee, as applicable, not to object to the Post-Petition Intercreditor Arrangements and to perform its obligations thereunder and to execute and deliver any documents or instruments (including any amendments to the Prepetition Second Lien Documents) to effectuate the Post-Petition Intercreditor Arrangements. (b) The Tranche B Lenders party hereto constitute “Required Lenders” under and as defined in all Collateral now owned the Prepetition Second Lien Credit Agreement and hold more than 66.66% in amount of the Prepetition Second Lien Notes. (c) Notwithstanding anything herein to the contrary, the Liens and security interests granted to (i) the Administrative Agent pursuant to this Agreement or hereafter acquired any other Loan Documents and all remedies available the exercise of any right or remedy with respect to such the Collateral by the Administrative Agent hereunder and thereunder, (ii) the Prepetition First Lien Agent pursuant to the Prepetition First Lien Credit Agreement or any other Prepetition First Lien Loan Document and the exercise of any right or remedy with respect to the collateral by the Prepetition First Lien Agent thereunder, and (iii) the Prepetition Second Lien Collateral Trustee pursuant to the Prepetition Second Lien Credit Agreement, Prepetition Second Lien Notes Indenture or any other Prepetition Second Lien Loan Document or Prepetition Second Lien Notes Document and the exercise of any right or remedy with respect to the collateral by the Prepetition Second Lien Collateral Trustee thereunder, in each case, are subject to the terms of the Senior Debt Post-Petition Intercreditor Arrangement. In the event of any conflict between the terms of the Post-Petition Intercreditor Arrangement and the Prepetition Intercreditor Agreement, the Loan Documents, the Prepetition First Lien Loan Documents, the Prepetition Second Lien Loan Documents, Prepetition Second Lien Notes Documents, the terms of the Post-Petition Intercreditor Arrangement shall govern and control. Each of the Secured Parties (iiin their capacities as such and in their respective capacities, as applicable, as Prepetition Secured Parties), on behalf of itself and its Affiliates, hereby agrees that it shall not (1) directs take any position in any action, suit, or proceeding (or support any other Person taking such position) that is inconsistent with or would otherwise contravene the Agent Post-Petition Intercreditor Arrangements or (2) take any action hereunder that is inconsistent with or would otherwise contravene the Post-Petition Intercreditor Arrangements, and such agreements shall be binding on their behalf to enter into each and their Affiliates’ respective successors and assigns hereunder and under any of the Senior Debt Intercreditor Agreement Prepetition First Lien Loan Documents, Prepetition Second Lien Loan Documents and the Collateral Agency Agreements Prepetition Second Lien Notes Documents, as applicable. (d) This Agreement is not intended to, and consents to the service by the Agent in the capacity of Priority Collateral Agent and Designated Collateral Subagent shall not, constitute a First Lien Credit Agreement and/or a Second Lien Credit Agreement (as defined in the General Security Prepetition Intercreditor Agreement) and (iii) acknowledges and agrees that: (A) With respect to the Debenture Holders, the determination of the Required Enforcement General Secured Parties shall be made based on the entire amount of Senior Debenture Obligations then outstanding voting on a consolidated basis as a single vote as directed to the Bond Trustee by such Debenture Holders as may be required for any enforcement action under the terms of the Indenture, and (B) With respect to the Lenders, the determination of the Required Enforcement General Secured Parties, the Required General Secured Parties and the Required Priority Secured parties shall be made based on the entire amount of Senior Revolving Credit Obligations then outstanding voting on a consolidated basis as a single vote as directed by the Required Lenders. (b) Each Lender from time to time party hereto, the Agent and the Borrower hereby further consent to and agree with the terms of the Leased Facility Intercreditor Agreement and the Securitization Intercreditor Agreement and directs the Agent on their behalf to enter into such agreements.). [Signature Pages Follow]

Intercreditor Matters. (a) Each Lender from time Notwithstanding anything to time party heretothe contrary contained herein, the rights and remedies of the Administrative Agent and the Borrower hereby consent to Lenders, and agree with the terms obligations of the Senior Debt Intercreditor Agreement and such Lenders hereby (i) acknowledge and agree that each General Lien and/or Priority Lien in all Collateral now owned or hereafter acquired and all remedies available with respect to such Collateral Companies as set forth herein are subject to the terms and conditions of the Senior Debt Intercreditor Agreement. Without limiting the foregoing, (ii) directs to the Agent on their behalf extent that any Company is required to enter into each deliver, endorse, pay over or otherwise provide possession or control over any of the Senior Debt collateral set forth herein to the Administrative Agent or Lenders hereunder, such obligations shall be subject to the rights of the Revolving Credit Agent and Revolving Lenders to such collateral, subject to in the Intercreditor Agreement. Further, any representation, warranty or covenant by the Companies in this Agreement and that the Collateral Agency Agreements is not and consents shall not be subject to the service any liens, encumbrances or other restrictions, shall specifically be qualified by the liens and rights of the Revolving Credit Agent in for the capacity benefit of Priority Collateral Agent and Designated Collateral Subagent (as defined in the General Security Agreement) and (iii) acknowledges and agrees that: (A) With Revolving Lenders with respect to the Debenture Holderscollateral pursuant to the Revolving Credit Documents and as set forth in the Intercreditor Agreement. The limitations and qualifications set forth in this paragraph are effective solely to recognize the rights and remedies of the Revolving Credit Agent and Revolving Lenders and to qualify the obligations of the Companies and shall not otherwise impair the pledge and security interests granted by the Companies to the Administrative Agent pursuant to this Agreement. The parties acknowledge that to the extent that the obligations of the Companies to the Revolving Credit Agent and Revolving Lenders arising under the Revolving Credit Documents have been indefeasibly satisfied in full and such parties have no further obligations to make loans or advances to the Borrower thereunder, the determination of the Required Enforcement General Secured Parties limitations and qualifications set forth in this paragraph shall be made based on of no further force or effect and the entire amount of Senior Debenture Obligations then outstanding voting on a consolidated basis as a single vote as directed Companies covenant to take all such actions set forth herein and necessary to give effect to the Bond Trustee by such Debenture Holders as may be required for any enforcement action under the terms provisions of the Indenture, and (B) With respect to the Lenders, the determination of the Required Enforcement General Secured Parties, the Required General Secured Parties and the Required Priority Secured parties shall be made based on the entire amount of Senior Revolving Credit Obligations then outstanding voting on a consolidated basis as a single vote as directed by the Required Lendersthis Agreement. (b) Each Lender from time to time party hereto, the Agent and the Borrower hereby further consent to and agree with the terms of the Leased Facility Intercreditor Agreement and the Securitization Intercreditor Agreement and directs the Agent on their behalf to enter into such agreements.

Intercreditor Matters. (a) Each Lender Reference is made to the ABL Intercreditor Agreement, dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time party heretotime, the “Intercreditor Agreement”), among Deutsche Bank AG New York Branch, as ABL Agent for the ABL Secured Parties referred to therein, Barclays Bank PLC, as Term Loan Agent for the Term Loan Secured Parties referred to therein, each Additional Debt Agent for the Additional Debt Secured Parties referred to therein, MKS Instruments, Inc. and the Borrower hereby consent to and agree with other Grantors party thereto. Each Person that is secured hereunder, by accepting the terms benefits of the Senior Debt Intercreditor Agreement and such Lenders hereby security provided hereby, (i) acknowledge and agree that each General Lien and/or Priority Lien in all Collateral now owned consents (or hereafter acquired and all remedies available with respect is deemed to such Collateral are subject consent), to the terms subordination of Liens provided for in the Senior Debt Intercreditor Agreement, (ii) directs agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the Agent on their behalf to enter into each provisions of the Senior Intercreditor Agreement, and (iii) authorizes (or is deemed to authorize) the Administrative Agent and the Collateral Agent to, on behalf of such Person, enter into, and perform under, the Intercreditor Agreement as “ABL Agent”, “Term Loan Agent” or “Additional Debt Agent”. 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 of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Collateral Agency Agreements and consents Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control. (b) Notwithstanding any provision of any Loan Document to the service by contrary, for purposes of any determination relating to the Agent in the capacity of ABL Priority Collateral Agent and Designated Collateral Subagent (as defined in the General Security Intercreditor Agreement) as to which the Collateral Agent is granted discretion hereunder or under any other Loan Document, the Collateral Agent shall be deemed to have agreed and accepted any determination in respect thereof by the ABL Agent (as defined in the Intercreditor Agreement) under the ABL Facility. (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, to the extent the provisions of this Agreement (or any other Collateral Documents) require the delivery of, or control over, ABL Priority Collateral to be granted to the Collateral Agent at any time prior to the discharge of obligations under the ABL Facility, then delivery of such ABL Priority Collateral (or control with respect thereto) shall instead be made to the ABL Agent (as defined in the Intercreditor Agreement), to be held in accordance with the Loan Documents (as defined in the ABL Credit Agreement) and the Intercreditor Agreement, each applicable Grantor’s obligations hereunder or in any other Loan Document (iiiincluding the representations and warranties made by it hereunder and in the other Loan Documents) acknowledges and agrees that: (A) With with respect to such delivery shall be deemed satisfied by the Debenture Holdersdelivery to the ABL Agent (as defined in the Intercreditor Agreement), acting as a gratuitous bailee of the Collateral Agent. Furthermore, at all times prior to the discharge of the Obligations under the ABL Facility, the determination Collateral Agent is authorized by the parties hereto to effect transfers of the Required Enforcement General Secured Parties shall be made based on the entire amount of Senior Debenture Obligations then outstanding voting on a consolidated basis as a single vote as directed such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the Bond Trustee by such Debenture Holders ABL Agent (as may be required for any enforcement action under defined in the terms of the Indenture, and (B) With respect to the Lenders, the determination of the Required Enforcement General Secured Parties, the Required General Secured Parties and the Required Priority Secured parties shall be made based on the entire amount of Senior Revolving Credit Obligations then outstanding voting on a consolidated basis as a single vote as directed by the Required LendersIntercreditor Agreement). (b) Each Lender from time to time party hereto, the Agent and the Borrower hereby further consent to and agree with the terms of the Leased Facility Intercreditor Agreement and the Securitization Intercreditor Agreement and directs the Agent on their behalf to enter into such agreements.

Intercreditor Matters. In accordance with the Intercreditor Agreement, certain determinations and directions from the Secured Creditors shall be decided through an Intercreditor Vote. (a) Each Lender from time to time party hereto, The Trustee and the Owners agree that any calculation or determination made by the Intercreditor Agent and the Borrower hereby consent to and agree each determination made or instruction given in accordance with the terms of the Senior Debt Intercreditor Agreement and such Lenders hereby (i) acknowledge and agree that each General Lien and/or Priority Lien shall, in all Collateral now owned or hereafter acquired and all remedies available with respect to such Collateral are subject to the terms absence of manifest error, be binding upon the Senior Debt Intercreditor Agreement, (ii) directs the Agent on their behalf to enter into each of the Senior Debt Intercreditor Agreement Trustee and the Collateral Agency Agreements and consents to the service by the Agent in the capacity of Priority Collateral Agent and Designated Collateral Subagent (as defined in the General Security Agreement) and (iii) acknowledges and agrees that: (A) With respect to the Debenture Holders, the determination of the Required Enforcement General Secured Parties shall be made based on the entire amount of Senior Debenture Obligations then outstanding voting on a consolidated basis as a single vote as directed to the Bond Trustee by such Debenture Holders as may be required for any enforcement action under the terms of the Indenture, and (B) With respect to the Lenders, the determination of the Required Enforcement General Secured Parties, the Required General Secured Parties and the Required Priority Secured parties shall be made based on the entire amount of Senior Revolving Credit Obligations then outstanding voting on a consolidated basis as a single vote as directed by the Required LendersOwners. (b) Each Lender from time Owner shall be entitled to time party heretovote in each Intercreditor Vote (indirectly via the Trustee) conducted under the Intercreditor Agreement. (c) Notwithstanding anything to the contrary herein, the Agent and the Borrower hereby further Trustee shall not be required to provide any such direction, take any such action or exercise any discretionary rights or remedies herein, give any consent to and agree with the terms under any of the Leased Facility Intercreditor Agreement and the Securitization Intercreditor Agreement and directs the Agent on their behalf to Series 2017 Loan Documents, enter into any agreement amending, modifying, supplementing or waiving any provision of any Series 2017 Loan Document or provide any direction to the Intercreditor Agent unless it shall have been expressly directed in writing to do so by the Majority Holders and shall have received indemnity and security satisfactory to it from the directing Owners against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such agreementsaction, and any action taken or failure to act pursuant thereto shall be binding upon all the Owners. The Trustee shall not be required to provide any indemnity to the Intercreditor Agent, the Collateral Agent in connection with providing a direction under the Intercreditor Agreement, any such indemnity to be provided by the directing Owners. The Trustee shall have no liability or responsibility for any failure or delay on the part of any of the Issuer, the Intercreditor Agent or the Collateral Agent in connection with performing their respective duties under the Series 2017 Loan Documents or the taking of any action or exercise of a remedy under any Series 2017 Loan Document. (d) In connection with any determination, remedy or vote under the Intercreditor Agreement, the Trustee is authorized and directed to (i) provide to the Intercreditor Agent any information in the possession of the Trustee in respect of the amount of principal of and interest owing on the Senior Bonds and (ii) provide votes to the Intercreditor Agent in response to any notice of an Intercreditor Vote to the Intercreditor Agent at the direction of, and on behalf of, each Owner.

Intercreditor Matters. (a) Each Lender from time The exercise of certain rights and remedies with respect to time party hereto, the respective security interests and liens of the Collateral Agent and the Borrower hereby consent collateral agent under the Term Facility with respect to and agree with the terms assets of the Senior Debt Loan Parties will be subject to an intercreditor agreement that will contain customary lien subordination, completion rights, collateral access and intellectual property licensing provisions, all in form and substance reasonably satisfactory to the Arrangers, the arrangers of the Term Facility and the Company (the “Intercreditor Agreement”). Documentation: The definitive credit documentation for ABL Facility will include, among other items, a credit agreement, guarantees, Intercreditor Agreement and such Lenders hereby appropriate pledge and security agreements (collectively, the “ABL Facility Documents”). The ABL Facility Documents will contain the terms set forth in this Exhibit C, in each case, substantially similar to the corresponding terms (if any) set forth in the Existing Credit Facility, except as expressly set forth herein and, to the extent any other terms are not expressly set forth in this Exhibit C or the Existing Credit Facility will (i) acknowledge be usual and agree that each General Lien and/or Priority Lien customary for asset based facilities made available to borrowers in all Collateral now owned or hereafter acquired and all remedies available with respect to such Collateral are subject a similar industry to the terms of the Senior Debt Intercreditor AgreementBorrowers, (ii) directs be negotiated in good faith within a reasonable time period to be determined based on the Agent on their behalf to enter expected Closing Date and taking into each account the timing of the Senior Debt Intercreditor Agreement syndication of the ABL Facility and the Collateral Agency Agreements and consents to pre-closing requirements of the service by the Agent in the capacity of Priority Collateral Agent and Designated Collateral Subagent (as defined in the General Security Acquisition Agreement) and , (iii) acknowledges contain such other terms as the Borrower and agrees that: the Arrangers shall reasonably agree and (Aiv) With respect give due regard to a combination of (a) the leverage profile and projected free cash flow generation of the Borrower and its restricted subsidiaries after giving effect to the Debenture HoldersTransactions, the determination of the Required Enforcement General Secured Parties shall be made based on the entire amount of Senior Debenture Obligations then outstanding voting on a consolidated basis as a single vote as directed to the Bond Trustee by such Debenture Holders as may be required for any enforcement action under the terms of the Indenture, and (B) With respect to the Lenders, the determination of the Required Enforcement General Secured Parties, the Required General Secured Parties and the Required Priority Secured parties shall be made based on the entire amount of Senior Revolving Credit Obligations then outstanding voting on a consolidated basis as a single vote as directed by the Required Lenders. (b) Each Lender from time to time party hereto, general trends and risks affecting the Agent industry and the Borrower hereby further consent to and agree with its restricted subsidiaries and (c) prevailing market conditions at the terms time of syndication of the Leased Facilities (iv) reflect the operational and strategic requirements of the Borrower and its restricted subsidiaries, (v) take into account the proposed business plan and financial model of the Company and (vi) be in a form such that they do not impair the availability of the ABL Facility Intercreditor Agreement and on the Securitization Intercreditor Agreement and directs Closing Date if the Agent on their behalf conditions to enter into such agreementsfunding set forth or referred to in Section 2 of the Commitment Letter are satisfied (collectively, the “Documentation Principles”).

Intercreditor Matters. (a) Each Lender Reference is made to the ABL Intercreditor Agreement, dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time party heretotime, the “Intercreditor Agreement”), among Deutsche Bank AG New York Branch, as ABL Agent for the ABL Secured Parties referred to therein, Barclays Bank PLC, as Term Loan Agent for the Term Loan Secured Parties referred to therein, each Additional Debt Agent for the Additional Debt Secured Parties referred to therein, MKS Instruments, Inc. and the Borrower hereby consent to and agree with other Grantors party thereto. Each Person that is secured hereunder, by accepting the terms benefits of the Senior Debt Intercreditor Agreement and such Lenders hereby security provided hereby, (i) acknowledge and agree that each General Lien and/or Priority Lien in all Collateral now owned consents (or hereafter acquired and all remedies available with respect is deemed to such Collateral are subject consent), to the terms subordination of Liens provided for in the Senior Debt Intercreditor Agreement, (ii) directs agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the Agent on their behalf to enter into each provisions of the Senior Intercreditor Agreement, and (iii) authorizes (or is deemed to authorize) the Administrative Agent and the Collateral Agent to, on behalf of such Person, enter into, and perform under, the Intercreditor Agreement as “ABL Agent”, “Term Loan Agent” or “Additional Debt Agent”. 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 of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Collateral Agency Agreements and consents Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control. (b) Notwithstanding any provision of any Loan Document to the service by contrary, for purposes of any determination relating to the Agent in the capacity of CF Debt Priority Collateral Agent and Designated Collateral Subagent (as defined in the General Security Intercreditor Agreement) as to which the Collateral Agent is granted discretion hereunder or under any other Loan Document, the Collateral Agent shall be deemed to have agreed and accepted any determination in respect thereof by the Controlling CF Debt Agent (as defined in the Intercreditor Agreement) under the CF Debt Facility. (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, to the extent the provisions of this Agreement (or any other Collateral Documents) require the delivery of, or control over, CF Debt Priority Collateral to be granted to the Collateral Agent at any time prior to the discharge of obligations under the CF Debt Facility, then delivery of such CF Debt Priority Collateral (or control with respect thereto) shall instead be made to the Controlling CF Debt Agent (as defined in the Intercreditor Agreement), to be held in accordance with the CF Debt Documents (as defined in the Intercreditor Agreement) and the Intercreditor Agreement, each applicable Grantor’s obligations hereunder or in any other Loan Document (iiiincluding the representations and warranties made by it hereunder and in the other Loan Documents) acknowledges and agrees that: (A) With with respect to such delivery shall be deemed satisfied by the Debenture Holdersdelivery to the Controlling CF Debt Agent (as defined in the Intercreditor Agreement), acting as a gratuitous bailee of the Collateral Agent. Furthermore, at all times prior to the discharge of the Obligations under the CF Debt Facility, the determination Collateral Agent is authorized by the parties hereto to effect transfers of the Required Enforcement General Secured Parties shall be made based on the entire amount of Senior Debenture Obligations then outstanding voting on a consolidated basis as a single vote as directed such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the Bond Trustee by such Debenture Holders Controlling CF Debt Agent (as may be required for any enforcement action under defined in the terms Intercreditor Agreement). Table of the Indenture, and (B) With respect to the Lenders, the determination Contents Table of the Required Enforcement General Secured Parties, the Required General Secured Parties and the Required Priority Secured parties shall be made based on the entire amount of Senior Revolving Credit Obligations then outstanding voting on a consolidated basis as a single vote as directed by the Required Lenders. (b) Each Lender from time to time party hereto, the Agent and the Borrower hereby further consent to and agree with the terms of the Leased Facility Intercreditor Agreement and the Securitization Intercreditor Agreement and directs the Agent on their behalf to enter into such agreements.Contents