Common use of Intercreditor Provisions Clause in Contracts

Intercreditor Provisions. (a) Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreements.

Intercreditor Provisions. (a) Notwithstanding anything herein Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale, disposition or other realization upon all or any part of the Collateral (including any proceeds of Collateral) payable to the contraryAgent, (i) the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement Lenders, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject all payments made to the limitations and provisions Agent, for the benefit of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of Lenders, under this Agreement, the terms Notes and any of the other Credit Documents, shall be applied by the Agent in the following order: (i) First, to the payment in full of all reasonable costs and expenses incurred by the Agent in connection with the sale, disposition or other realization upon the Collateral, including, without limitation, out-of-pocket costs, court costs, attorneys' fees and all liabilities and advances incurred by the Agent in connection therewith, and all other fees, expenses and amounts due to the Agent hereunder and under the other Credit Documents; (ii) Second, to the payment in full of all reasonable costs and expenses incurred by the Lenders in connection with the sale, disposition or other realization upon the Collateral, including, without limitation, out-of-pocket costs, court costs, attorneys' fees (to the extent actually incurred) and all liabilities and advances incurred by the Lenders in connection therewith, but only to the extent that such costs and expenses are required to be paid hereunder and under the other Credit Documents; (iii) Third, to the payment in full of all interest with respect to the Obligations accrued and unpaid as of the date of the Agent's receipt of such applicable Intercreditor Agreement shall governproceeds, pro rata to each Lender based on the percentage that the amount of such interest owed to such Lender bears to the aggregate amount of such interest owed to all Lenders; (iv) Fourth, to the payment in full of all remaining Obligations (including, without limitation, principal on the Loans) outstanding and unpaid as of the date of the Agent's receipt of such proceeds, pro rata to each Lender based on the percentage that the amount of such Obligations owed to such Lender bears to the aggregate amount of such Obligations owed to all Lenders; and (v) The balance, to the Borrower or to such other Persons as may be required by law. (b) Notwithstanding anything contained in this Agreement Each Lender agrees that it shall not, unless specifically requested to do so by the Agent, commence or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), cause to be held in accordance with commenced against the applicable Intercreditor Agreements, and Borrower any Grantor’s obligations hereunder enforcement proceeding with respect to such delivery, control a Note or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof)this Credit Agreement. Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreements.81 ARTICLE XI PAYMENT OF FEES AND EXPENSES

Intercreditor Provisions. (a) Notwithstanding anything herein to the contrary, (i) Subject to the Liens and security interests granted of the holders of the Senior Permitted Liens (which for the purposes of this Section 7(d) shall not include the holders of the Prior Notes), notwithstanding the date, manner and order of perfection of the security interests in and liens on the Collateral and notwithstanding any provision of the Uniform Commercial Code, as in effect in any state of appropriate jurisdiction, or any other applicable law or decision, as among the holders of Prior Notes and the purchasers of Notes pursuant to the Purchase Agreement (each, a “Creditor”), the holders of the Notes purchased under the Purchase Agreement agree that (i) each Creditor (including the holders of the Prior Notes) shall rank pari passu with respect to their respective security interests in the Collateral Agent and (ii) upon any foreclosure, sale or other disposition in liquidation of all or any part of the Collateral, each Creditor shall share in the resulting income pertaining to and the proceeds of such foreclosure, sale or other disposition in liquidation of the Collateral pro rata in the manner set forth in Section 7(d)(v) below, regardless of the time at which such Creditor acquired rights in or to any of the Collateral. (ii) Subject to the security interests of the holders of the Senior Permitted Liens, and except as expressly provided herein, this Agreement shall not limit or impair the right of a Creditor to take any action permitted under their respective Notes and the Security Agreement in accordance with the terms thereof. Subject to the security interests of the holders of the Senior Permitted Liens, to the extent otherwise permitted under the Notes that a Creditor holds, each holder of the Notes purchased under the Purchase Agreement agrees that a Creditor may proceed to accelerate or demand payment of the Obligations (as such term is defined in the Security Agreement and the security agreement entered into in connection with the Prior Notes) payable to it, and enforce any other right or remedy available to it against the Company in accordance with the terms of the Notes and Security Agreement; provided, however, (A) if a Creditor accelerates or demands payment of any Obligations payable to it, or if there is an automatic acceleration or demand for payment of any Obligations payable to such Creditor under the benefit terms of their respective Prior Notes or Notes as the result of the filing of a petition in bankruptcy or similar event, such Creditor shall on the date of such acceleration or demand for payment (or promptly following an automatic acceleration or demand) give written notice of acceleration or demand to the other Creditors; (B) prior to enforcing any right to foreclose or otherwise realize on the Collateral after acceleration or demand for payment of the Obligations, or any of them, a Creditor shall give at least 10 days’ prior written notice to the other Creditors of its intention to enforce such right; and (C) prior to enforcing any other right or remedy available to it against the Company or the Collateral, a Creditor shall give at least three business days’ prior written notice to the other Creditors of its intention to enforce such right or remedy. With the agreement of the other Creditors, such 10-day and three-day notice requirements may be waived or reduced at any time. (iii) Subject to the security interests of the holders of the Senior Permitted Liens, it is the intention of the Secured Parties that whenever practicable, any foreclosure or other realization on the Collateral after acceleration or demand for payment of the Obligations, or any of them, shall be coordinated among the Creditors and constitute a common foreclosure or realization on behalf of the Creditors. Each Secured Party agrees to endeavor in good faith to consult with the other Creditors prior to any foreclosure or other realization on the Collateral after acceleration or demand for payment of the Obligations, or any of them, in order to agree on a common course of action. Subject to the foregoing, if any Creditor shall have notified the other Creditors pursuant to this Agreement Section 7(d)(ii), above, of its intention to enforce any right to foreclose or otherwise realize on the Collateral after acceleration or demand for payment of the Obligations, or any of them, and if such Creditor shall have thereafter determined within the 10-day period referred to in Section 7(d)(ii) above, to enforce such right, then such Creditor (iia “Foreclosing Creditor”) may proceed to foreclose and realize on the exercise Collateral on its own behalf and as agent on behalf of the other Creditors (the “Non-Foreclosing Creditors”). The method of foreclosure or other realization on the Collateral (including, without limitation, the acceptability of any right bid at any foreclosure sale or remedy transfer in lieu of foreclosure and the method of collection of accounts receivable or other rights to payment) shall be determined by the Collateral Agent hereunder Foreclosing Creditor after consultation with the Non-Foreclosing Creditors, as the case may be, provided that any such foreclosure or realization shall be conducted by the application Foreclosing Creditor in good faith and in a commercially reasonable and expeditious manner, and further provided that the Foreclosing Creditor shall have no right to bid in any Obligations payable to the Non-Foreclosing Creditors without the express written consent of proceeds (including insurance the Non-Foreclosing Creditors. Except as otherwise provided above, and condemnation proceeds) of any Collateral, in each case, are subject to the limitations requirements of Section 7(d)(ii) above, each Creditor shall have the authority to and provisions of may proceed at any applicable Intercreditor Agreement time to foreclose and realize on the Collateral to the extent provided therein. otherwise permitted under the Prior Notes or Notes and Security Agreement to which it is a party. (iv) In the event of receipt of any conflict between payments from the terms Company by a Creditor on account of the Obligations payable to such applicable Intercreditor Agreement Creditor after acceleration or demand for payment of the Obligations of any of them, such payments shall be held in trust by such Creditor, and shall be promptly applied to the terms payment of this Agreement, the terms of such applicable Intercreditor Agreement shall governObligations in the manner set forth in Section 7(d)(v) below. (bv) Notwithstanding anything contained in this Agreement In the event of the acceleration or demand for payment of the Obligations, or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery ofthem, or granting of control overany foreclosure, sale or giving notice with respect toother disposition in liquidation of the Collateral, any Collateral all moneys collected or received by the Creditors on account of the Obligations or in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative the Collateral in excess of the amounts paid to discharge prior liens upon the Collateral shall be applied to the security interest payment of all proper costs and expenses, if any, incurred in the collection thereof or for the protection of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held pro rata in accordance with the applicable Intercreditor Agreementsamount of such costs and expenses, and any Grantor’s obligations hereunder with respect to the balance of such delivery, control or notice moneys shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior applied pro rata to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to payment of the Prior Notes and Notes in that proportion which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments the amount of such lenders or other secured parties (or representatives thereof) having been terminated, Obligations payable to each Creditor bears to the Collateral Agent is authorized by the parties hereto to effect transfers aggregate amount of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor AgreementsObligations taken as a whole.

Intercreditor Provisions. (a) Notwithstanding anything herein Subject to the contrarysecurity interests of the holders of the Senior Permitted Liens, notwithstanding the date, manner and order of perfection of the security interests in and liens on the Collateral (as such term is defined in the Security Agreement and the New Security Agreement) and notwithstanding any provision of the Uniform Commercial Code, as in effect in any state of appropriate jurisdiction, or any other applicable law or decision, as among the holders of Prior Notes and the purchasers of New Notes (each, a “Creditor”), the holders of the Prior Notes agree that (i) each Creditor (including the Liens and purchasers of the New Notes) shall rank pari passu with respect to their respective security interests granted to in the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and (ii) upon any foreclosure, sale or other disposition in liquidation of all or any part of the exercise Collateral, each Creditor shall share in the resulting income pertaining to and the proceeds of any right such foreclosure, sale or remedy by other disposition in liquidation of the Collateral Agent hereunder pro rata in the manner set forth in Section 5(e) below, regardless of the time at which such Creditor acquired rights in or to any of the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained Subject to the security interests of the holders of the Senior Permitted Liens, and except as expressly provided herein, this Amendment shall not limit or impair the right of a Creditor to take any action permitted under their respective Prior Notes or Security Agreement in this Agreement or any other Security Documentaccordance with the terms thereof. Subject to the security interests of the holders of the Senior Permitted Liens, to the extent otherwise permitted under the Prior Notes that a Creditor holds, each holder of the provisions Prior Notes agrees that a Creditor may proceed to accelerate or demand payment of this the Obligations (as such term is defined in the Security Agreement (or and the New Security Agreement) payable to it, and enforce any other Security Document) require right or remedy available to it against the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held Company in accordance with the applicable Intercreditor Agreementsterms of the Prior Notes and Security Agreement; provided, however, (i) if a Creditor accelerates or demands payment of any Obligations payable to it, or if there is an automatic acceleration or demand for payment of any Obligations payable to such Creditor under the terms of their respective Prior Notes or New Notes as the result of the filing of a petition in bankruptcy or similar event, such Creditor shall on the date of such acceleration or demand for payment (or promptly following an automatic acceleration or demand) give written notice of acceleration or demand to the other Creditors; (ii) prior to enforcing any right to foreclose or otherwise realize on the Collateral after acceleration or demand for payment of the Obligations, or any of them, a Creditor shall give at least 10 days’ prior written notice to the other Creditors of its intention to enforce such right; and (iii) prior to enforcing any other right or remedy available to it against the Company or the Collateral, a Creditor shall give at least three business days’ prior written notice to the other Creditors of its intention to enforce such right or remedy. With the agreement of the other Creditors, such 10-day and three-day notice requirements may be waived or reduced at any time. (c) Subject to the security interests of the holders of the Senior Permitted Liens, it is the intention of the holders of the Prior Notes that whenever practicable, any foreclosure or other realization on the Collateral after acceleration or demand for payment of the Obligations, or any of them, shall be coordinated among the Creditors and constitute a common foreclosure or realization on behalf of the Creditors. Each holder of a Prior Note agrees to endeavor in good faith to consult with the other Creditors prior to any foreclosure or other realization on the Collateral after acceleration or demand for payment of the Obligations, or any of them, in order to agree on a common course of action. Subject to the foregoing, if any Creditor shall have notified the other Creditors pursuant to Section 5(b), above, of its intention to enforce any right to foreclose or otherwise realize on the Collateral after acceleration or demand for payment of the Obligations, or any of them, and if such Creditor shall have thereafter determined within the 10-day period referred to in Section 5(b) above, to enforce such right, then such Creditor (a “Foreclosing Creditor”) may proceed to foreclose and realize on the Collateral on its own behalf and as agent on behalf of the other Creditors (the “Non-Foreclosing Creditors”). The method of foreclosure or other realization on the Collateral (including, without limitation, the acceptability of any Grantor’s obligations hereunder with respect bid at any foreclosure sale or transfer in lieu of foreclosure and the method of collection of accounts receivable or other rights to such delivery, control or notice payment) shall be deemed satisfied determined by the Foreclosing Creditor after consultation with the Non-Foreclosing Creditors, as the case may be, provided that any such delivery foreclosure or realization shall be conducted by the Foreclosing Creditor in good faith and in a commercially reasonable and expeditious manner, and further provided that the Foreclosing Creditor shall have no right to such lender or other secured party (or representative thereof). Furthermore, at all times prior bid in any Obligations payable to the obligations Non-Foreclosing Creditors without the express written consent of the Non-Foreclosing Creditors. Except as otherwise provided above, and subject to such lenders or other secured parties (or representatives thereofthe requirements of Section 5(b) secured by such security interests (excluding contingent obligations as above, each Creditor shall have the authority to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral may proceed at any time in its possession to foreclose and realize on the Collateral to the extent otherwise permitted under the Prior Notes or New Notes and Security Agreement to which it is a party. (and d) In the event of receipt of any “control” or similar agreements with respect payments from the Company by a Creditor on account of the Obligations payable to such Collateral) Creditor after acceleration or demand for payment of the Obligations of any of them, such payments shall be held in trust by such Creditor, and shall be promptly applied to the applicable lender payment of the Obligations in the manner set forth in Section 5(e) below. (e) In the event of the acceleration or demand for payment of the Obligations, or any of them, or of any foreclosure, sale or other secured party disposition in liquidation of the Collateral, all moneys collected or representative received by the Creditors on account of the Obligations or in respect of the Collateral in excess of the amounts paid to discharge prior liens upon the Collateral shall be applied to the payment of all proper costs and expenses, if any, incurred in the collection thereof or for the protection of the Collateral pro rata in accordance with the applicable Intercreditor Agreementsamount of such costs and expenses, and the balance of such moneys shall be applied pro rata to the payment of the Prior Notes and New Notes in that proportion which the amount of such Obligations payable to each Creditor bears to the aggregate amount of such Obligations taken as a whole.

Intercreditor Provisions. (a) Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any GrantorXxxxxxx’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreements.

Intercreditor Provisions. (a) Notwithstanding anything herein Borrowers shall not, and shall not permit any Domestic Subsidiary to, grant or permit any Liens on any asset or property to secure any Third-Party Term Loan Obligations unless such Borrower or Domestic Subsidiary has granted a Lien on such asset or property to secure the contraryObligations. (b) Each Borrower agrees to, and agrees to cause each of its respective Domestic Subsidiaries to, take such further action and shall execute and deliver such additional documents and instruments (iin recordable form, if requested) as the Liens Agent may reasonably request to effectuate the terms of and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to Lien priorities contemplated by this Agreement and the Intercreditor Agreement. (iic) Each member of the exercise Lender Group irrevocably appoints, designates and authorizes Agent to enter into the Intercreditor Agreement on its behalf and to take such action on its behalf pursuant to the provisions of any right or remedy the Intercreditor Agreement. Each member of the Lender Group agrees to be bound by the Collateral Agent hereunder or terms of the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided thereinAgreement. In the event of any conflict between the terms of such applicable Intercreditor this Agreement and the terms of this the Intercreditor Agreement, the terms of such applicable the Intercreditor Agreement shall govern. (b) Notwithstanding anything contained . No reference to the Intercreditor Agreement or any other intercreditor or subordination agreement in this Agreement or any other Security Document, Loan Documents shall be construed to the extent provide that any Loan Party is a third party beneficiary of the provisions of the Intercreditor Agreement or such other agreement or may assert any rights, defense or claims on account of the Intercreditor Agreement or such other agreement or this Section 17.17, and each Loan Party agrees that nothing in the Intercreditor Agreement (or such other agreement is intended or shall impair the obligation of any Loan Party to pay the Obligations under this Agreement, or any other Security Document) require Loan Document as and when the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) same shall have been paid in full in cash become due and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held payable in accordance with their respective terms, or to affect the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder relative rights of the creditors with respect to any Loan Party or, except as expressly otherwise provided in the Intercreditor Agreement or such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations agreement as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of a Loan Party’s obligations, such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto Loan Party’s properties. [Signature pages to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreementsfollow.]

Intercreditor Provisions. (a) Notwithstanding anything herein Borrowers shall not, and shall not permit any Domestic Subsidiary to, grant or permit any Liens on any asset or property to secure any Third-Party Term Loan Obligations unless such Borrower or Domestic Subsidiary has granted a Lien on such asset or property to secure the contraryObligations. (b) Each Borrower agrees to, and agrees to cause each of its respective Domestic Subsidiaries to, take such further action and shall execute and deliver such additional documents and instruments (iin recordable form, if requested) as the Liens Agent may reasonably request to effectuate the terms of and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to Lien priorities contemplated by this Agreement and the Intercreditor Agreement. (iic) Each member of the exercise Lender Group irrevocably appoints, designates and authorizes Agent to enter into the Intercreditor Agreement on its behalf and to take such action on its behalf pursuant to the provisions of any right or remedy the Intercreditor Agreement. Each member of the Lender Group agrees to be bound by the Collateral Agent hereunder or terms of the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided thereinAgreement. In the event of any conflict between the terms of such applicable Intercreditor this Agreement and the terms of this the Intercreditor Agreement, the terms of such applicable the Intercreditor Agreement shall govern. (b) Notwithstanding anything contained . No reference to the Intercreditor Agreement or any other intercreditor or subordination agreement in this Agreement or any other Security Document, Loan Documents shall be construed to the extent provide that any Loan Party is a third party beneficiary of the provisions of the Intercreditor Agreement or such other agreement or may assert any rights, defense or claims on account of the Intercreditor Agreement or such other agreement or this Section 17.17, and each Loan Party agrees that nothing in the Intercreditor Agreement (or such other agreement is intended or shall impair the obligation of any Loan Party to pay the Obligations under this Agreement, or any other Security Document) require Loan Document as and when the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) same shall have been paid in full in cash become due and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held payable in accordance with their respective terms, or to affect the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder relative rights of the creditors with respect to any Loan Party or, except as expressly otherwise provided in the Intercreditor Agreement or such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations agreement as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of a Loan Party’s obligations, such lenders or other secured parties Loan Party’s properties. [Signature pages to follow.] Signature page to Credit Agreement (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreements.Nautilus)

Intercreditor Provisions. With respect to a Dealer that is the obligor under Receivables that have been or will be sold to TRC III hereunder, TFC may be or become a lender to such Dealer under an agreement or arrangement (aa “Unrelated Agreement”) Notwithstanding anything other than a Floorplan Financing Agreement or an Accounts Receivable Financing Agreement (an “Applicable Financing Agreement”), pursuant to which TFC has been granted a security interest in the same collateral (the “Common Collateral”) in which the Applicable Financing Agreement for such Dealer creates a security interest, which Common Collateral may include the same Financed Assets (the “Common Financed Assets”) in which such Applicable Financing Agreement creates a security interest. The Common Collateral other than the related Common Financed Assets is referred to herein as the “Common Non-Financed Asset Collateral.” TFC agrees that with respect to the contrary, each Receivable of each such Dealer: (i) the Liens and security interests interest in such Common Financed Assets granted to the Collateral Agent for the benefit of the Secured Parties TFC pursuant to this any Unrelated Agreement is junior and subordinate to the security interest created by the related Applicable Financing Agreement; (ii) TFC has no legal right to realize upon such Common Financed Assets or exercise its rights under the exercise Unrelated Agreement in any manner that is materially adverse to TRC III, the Trust or the Interestholders in respect of the Common Financed Assets until all required payments in respect of such Receivable under the Applicable Financing Agreement have been paid; and (iii) in realizing upon such Common Financed Assets, neither TRC III nor the Trust shall have any right obligation to protect or remedy preserve the rights of TFC in such Common Financed Assets. TRC III agrees that with respect to each Receivable of each such Dealer: (a) the security interest in such Common Non-Financed Assets Collateral created by the Applicable Financing Agreement and hereby assigned to TRC III is junior and subordinate to the security interest therein created by the Unrelated Agreement; (b) TRC III has no legal right to realize upon such Common Non-Financed Assets Collateral Agent hereunder or exercise its rights under the Applicable Financing Agreement in any manner that is materially adverse to TFC until all required payments in respect of the obligation created or secured by the Unrelated Agreement have been made; and (c) in realizing on such Common Non-Financed Assets Collateral, TFC shall not be obligated to protect or preserve the rights of TRC III or the application Trust in such Common Non-Financed Assets Collateral. The Sale and Servicing Agreement and the Indenture shall provide that the Seller, the Trust and the Indenture Trustee on behalf of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, the Interestholders are subject to the limitations and provisions of preceding sentence. If TFC in any applicable Intercreditor Agreement to the extent provided therein. In the event of manner assigns or transfers any conflict between the terms of such applicable Intercreditor Agreement and the terms of this rights under, or any obligation evidenced or secured by, a Unrelated Agreement, the terms of TFC shall make such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement assignment or any other Security Document, transfer subject to the extent that the provisions of this Agreement (Article VIII and shall require such assignee or any other Security Document) transferee to acknowledge that it takes such assignment or transfer subject to the provisions of this Article VIII and to agree that it will require the delivery of, same acknowledgment from any subsequent assignee or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreementstransferee.

Intercreditor Provisions. The Lenders acknowledge that the Last-Out Term Loan is secured by Liens on the Collateral and that the exercise of certain of the rights and remedies of Agent under the Loan Documents may be subject to the Intercreditor Provisions. Each Lender irrevocably (a) Notwithstanding anything herein consents to the contrary, Intercreditor Provisions; (ib) authorizes and directs Agent to take all actions (and execute all documents) required (or deemed advisable) by Agent in accordance with the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any CollateralIntercreditor Provisions, in each case, are subject and without any further consent, authorization, or other action by such Lender; (c) agrees that, upon the execution and delivery of this Agreement (as amended by Amendment No. 6), such Lender will be bound by the Intercreditor Provisions and will take no actions contrary to the limitations and provisions Intercreditor Provisions; (d) agrees that no Lender shall have any right of action whatsoever against Agent as a result of any applicable action taken by Agent pursuant to this Section 15.19 or in accordance with the Intercreditor Agreement Provisions; and (e) acknowledges (or is deemed to acknowledge) that the extent provided thereinIntercreditor Provisions have been delivered, or made available, to such Lender. In Each Lender hereby further irrevocably authorizes and directs Agent to enter into such agreements, amendments, supplements, or other modifications to or in respect of the event of any conflict between Intercreditor Provisions as are approved by Agent, the terms of such applicable Intercreditor Agreement Required Revolving Lenders, and the terms Required Last-Out Term Loan Lenders (except as to any such agreement, amendment, supplement, or other modification that expressly requires the approval of this Agreementall Lenders as set forth in Section 14.1); provided, that Agent may execute and deliver such agreements, amendments, supplements, and modifications thereto as are contemplated by the terms Intercreditor Provisions in connection with any extension, renewal, refinancing, or replacement of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement or any refinancing of the Obligations, in each case, on behalf of such Lender and without any further consent, authorization, or other Security Document, to action by any Lender. Agent shall have the extent that benefit of each of the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice Section 15 with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent all actions taken by it pursuant to any Intercreditor Agreement, then until the obligations to such lenders this Section 15.19 or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior Provisions to the obligations to such lenders or other secured parties (or representatives full extent thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreements.

Intercreditor Provisions. (a) Notwithstanding anything herein 2.1 Each of the Drive Entities hereby acknowledges that with respect to the contraryContracts it has sold, distributed, contributed or pledged (i) it has received due consideration for the Liens sale, distribution, contribution or pledge of such Contracts, (ii) it has no right, title or interest in and to any such Contracts or any Remittances with respect to Contracts sold, distributed or contributed (including any Remittances delivered and/or deposited in the Clearing Account, the Master Collection Account or any other account of any Drive Entity), subject to the right to receive payment for performance of its obligations as Servicer or Master Servicer of the Contracts in accordance with the priority of payments set forth in the related Transaction Documents, (iii) Remittances on such Contracts shall not be subject to any deduction or setoff by any Drive Entity, subject to the right to receive payment for performance of its obligations as Servicer or Master Servicer of the Contracts in accordance with the priority of payments set forth in the related Transaction Documents, and (iv) it shall not at any time in the future assert an interest in such Contracts or the Remittances with respect to such Contracts. 2.2 Each of the Secured Parties hereby acknowledges that each only has rights to Remittances in respect of the Contracts (i) with respect to the Indenture Trustee for each Securitization, pledged to the Indenture Trustee pursuant to the Indenture for such Securitization and evidenced on the applicable receivable schedules relating to such Securitization (ii) with respect to FSA for each FSA Securitization, pledged to the Indenture Trustee for such FSA Securitization pursuant to the FSA Indenture for such FSA Securitization and evidenced on the applicable receivable schedules relating thereto; (iii) with respect to MBIA for each MBIA Securitization, pledged to the Indenture Trustee pursuant to the MBIA Indenture for such MBIA Securitization and evidenced on the applicable receivable schedules relating thereto; (iv) with respect to the Wachovia Warehouse Collateral Agent, pledged to the Wachovia Warehouse Collateral Agent pursuant to the Wachovia Warehouse Agreement and evidenced on the applicable receivable schedules relating thereto; and (v) with respect to any Other Secured Party for a Transaction, pledged to such Other Secured Party pursuant to a Transaction Document for such Transaction and evidenced on the applicable receivable schedules relating thereto. Each of the Secured Parties hereby agrees that if it acquires custody, control or possession of any Remittances in respect of Contracts other than those listed with respect to it in (i), (ii), (iii), (iv), or (v) of the preceding sentence, as applicable (such Remittances, “Improper Remittances”), then such party shall promptly turn over Improper Remittances to the appropriate party following receipt of a written request and accounting acceptable to the party receiving such request provided, that if any third party asserts a right to any Improper Remittances, no party shall be obligated to turn over Improper Remittances in any manner contrary to a court order. Until such time as the provisions of the immediately preceding sentence have been complied with, the party holding Improper Remittances shall be deemed to hold such Improper Remittances in trust for the parties entitled thereto hereunder. 2.3 The Secured Parties hereby appoint the Master Collection Account Agent, and the Master Collection Account Agent hereby accepts its appointment, to act as agent for the Secured Parties, and their respective successors and assigns, for the purpose of performing its obligations under this Agreement. The Master Collection Account Agent agrees to hold all funds deposited to the Master Collection Account in trust for the Secured Parties. 2.4 All Remittances received shall be deposited into the Master Collection Account. The Master Collection Account Agent agrees to cause amounts deposited into the Master Collection Account to be distributed to the Collection Account for the applicable Transaction pursuant to instructions from (i) Drive, if Drive, is acting as servicer with respect to a Transaction, or (ii) a successor servicer that has been appointed to replace Drive with respect to a Transaction (each a “Successor Servicer,” and together with Drive, the “Applicable Servicer”). 2.5 Notwithstanding anything to the contrary in this Agreement but in furtherance hereof, upon the commencement of a case under the United States Bankruptcy Code by or against any Drive Entity: (i) this Agreement shall remain in full force and effect and enforceable pursuant to its terms in accordance with section 510(a) of the United States Bankruptcy Code, and all references herein to such Drive Entity shall be deemed to apply to such entity as debtor in possession and to any trustee in bankruptcy for the estate of such entity; and (ii) each Secured Party shall retain its right to vote its claims and act in any such case under the United States Bankruptcy Code (including the right to vote to accept or reject any plan of reorganization or liquidation), and hereby agrees not to take any action or vote in any way so as to contest (x) the validity or enforceability of this Agreement, (y) the validity, priority or enforceability of the liens, mortgages, assignments and security interests granted to in respect of the Collateral Agent for Contracts, and (z) the benefit relative rights and duties of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained Drive Entities granted and/or established herein or in this Agreement or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder underlying transaction documents with respect to such deliveryliens, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermoremortgages, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such assignments, and security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreementsinterests.

Intercreditor Provisions. (a) Notwithstanding anything herein With respect to a Dealer which is the obligor under Receivables that have been or will be sold to the contraryBuyer hereunder, the Seller may be or become a lender to such Dealer under an agreement or arrangement (a "Nonfloorplan Agreement") other than a Floorplan Financing Agreement pursuant to which the Seller (either directly, or as assignee of PRIMUS or other Originator of the Account) has been granted a security interest in the same collateral (the "Common Collateral") in which the Floorplan Financing Agreement for such Dealer creates a security interest, which Common Collateral may include the same Vehicle (the "Common Vehicle Collateral") in which such Floorplan Financing Agreement creates a security interest. The Common Collateral other than the related Common Vehicle Collateral is referred to herein as the "Common Non-Vehicle Collateral". The Seller agrees that with respect to each Receivable of each such Dealer (i) the Liens and security interests interest in such Common Vehicle Collateral granted to the Collateral Agent for the benefit of the Secured Parties Seller pursuant to this any Nonfloorplan Agreement is junior and subordinate to the security interest created by the related Floorplan Financing Agreement, (ii) the Seller has no legal right to realize upon such Common Vehicle Collateral or exercise of its rights under the Nonfloorplan Agreement in any right or remedy by manner that is materially adverse to the Collateral Agent hereunder Buyer or the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement Trust and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to, any Collateral Certificateholders in respect of which the Common Vehicle Collateral until all required payments in respect of such Receivable under the Floorplan Financing Agreement have been paid, and (iii) in realizing upon such Common Vehicle Collateral, neither the Buyer nor the Trust shall have any other lenders obligation to protect or other secured parties preserve the rights of the Seller in such Common Vehicle Collateral. The Buyer agrees that with respect each Receivable of each such Dealer (or representatives thereofi) have a the security interest therein that in such Common Non-Vehicle Collateral created by the Floorplan Financing Agreement and hereby assigned to the Buyer is senior priority relative junior and subordinate to the security interest therein created by the Nonfloorplan Agreement, (ii) the Buyer has no legal right to realize upon such Common Non-Vehicle Collateral or exercise its rights under the Floorplan Financing Agreement in any manner that is materially adverse to the Seller until all required payments in respect of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders obligation created or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall the Nonfloorplan Agreement have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreementsmade, and any Grantor’s obligations hereunder with respect to (iii) in realizing on such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminatedCommon Non-Vehicle Collateral, the Collateral Agent is authorized by Seller shall not be obligated to protect or preserve the parties hereto to effect transfers rights of the Buyer or the Trust in such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreements.Common Non-

Intercreditor Provisions. (a) Notwithstanding anything The FILO Intercreditor Provisions are hereby incorporated by reference in this Agreement and apply to each Incremental Term Lender, and to all Incremental Term Loans at any time incurred or outstanding hereunder, as fully as if set forth herein in their entirety. Each Incremental Term Lender, by extending Incremental Term Loans or acquiring the same by assignment, agrees to be bound by the contraryFILO Intercreditor Provisions. Furthermore, each Revolving Lender hereby authorizes the Agent to enter into (i) the Liens and security interests granted any amendments to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement any intercreditor agreements, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateralother intercreditor arrangements, in each casethe case of clauses (i), are subject to the limitations and provisions of any applicable Intercreditor Agreement (ii) to the extent provided therein. In required to give effect to the event establishment of any conflict between the terms of such applicable Intercreditor Agreement intercreditor rights and the terms privileges as contemplated and required by Section 2.15(b) of this Agreement, subject to the terms FILO Intercreditor Provisions. Each Lender waives any conflict of such applicable Intercreditor Agreement shall governinterest, 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. (b) Notwithstanding anything contained Each of the Credit Parties (including in its capacities as a potential Cash Management Bank) irrevocably authorizes and directs the Agent to enter into any subordination, intercreditor, collateral trust and/or similar agreement contemplated hereunder, including with respect to Indebtedness that is (i) required or permitted to be subordinated in right of payment hereunder and/or (ii) secured by Liens and required or permitted to be pari passu with or junior to the Liens securing the Obligations (including, for the avoidance of doubt, any Liens incurred pursuant to Section 7.01), and with respect to which Indebtedness, an intercreditor, subordination, collateral trust or similar agreement is contemplated under this Agreement or (each, an “Additional Agreement”), and the Credit Parties party hereto acknowledge that any other Security DocumentAdditional Agreement is binding upon them. Each Credit Party party hereto hereby (a) agrees that they will be bound by, to the extent that and will not take any action contrary to, the provisions of this any Additional Agreement and (or b) authorizes and instructs the Agent to enter into any other Security Document) require Additional Agreement and to subject the delivery of, or granting of control over, or giving notice with respect to, any Liens on the Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative securing the Obligations to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives provisions thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreements.

Intercreditor Provisions. Each Tranche B Lender hereby acknowledges and agrees that (a) Notwithstanding anything herein to it has received a copy of, and is familiar with, and understands the contrarycontents of, (i) the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Transaction Documents, (iib) this Agreement and the other Transaction Documents contain provisions governing the application of payments with respect to the Obligations that differentiate between the Obligations arising out of or relating to the Tranche A Loans and the Obligations arising out of or relating to the Tranche B Loans, and (c) the exercise Obligations arising out of any right or remedy relating to the Tranche A Loans will be secured by the collateral purported to be granted by the Collateral Agent hereunder or the application Documents and will have priority of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder payment with respect to such delivery, control collateral and the proceeds thereof whereas the Obligations arising out of or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior relating to the obligations Tranche B Loans will be unsecured and such Tranche B Lender shall have no right or claim to any such lenders collateral or the proceeds thereof. Each Tranche B Lender further agrees (i) that it will not take any action to challenge or otherwise contest the validity, perfection, priority or enforceability of the Liens created by the Collateral Documents or the priority of payment provisions contained in the Credit Agreement or any of the other secured parties Transaction Documents, (ii) to cooperate in the defense of any action contesting the validity, perfection, priority or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments enforceability of such lenders Liens or the validity or enforceability of the Credit Agreement or any of the other secured parties Transaction Documents, and (or representatives thereofiii) having been terminatedthat without such Tranche B Lender's consent, the Collateral Agent is authorized by the parties hereto may exercise any remedies available to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements it with respect to such Collateral) to the applicable lender Liens created by the Collateral Documents or any of the other secured party or representative thereof in accordance with the applicable Intercreditor AgreementsTransaction Documents.

Intercreditor Provisions. This Note constitutes a part of a series of obligations, together with all other Notes issued under this series (acollectively, the “Subordinated Obligations”, and each holder or lender thereof, a “Subordinated Creditor”). By accepting this Note, the Subordinated Creditor hereof agrees that any and all payments under the Subordinated Obligations as between all Subordinated Creditors shall be paid equally and ratably. Furthermore, without the approval or joinder of the Requisite Holders, no Subordinated Creditor may accelerate the obligations of the Company under its Subordinated Obligations and commence and complete the exercise of all of its other rights and remedies thereunder. No Subordinated Creditor has an obligation to the other Subordinated Creditors to take any steps with regard to the enforcement or protection of other Subordinated Creditors’ rights to the security for its Subordinated Obligation. In the event of a default by the Company under any Subordinated Obligation, should any payment, distribution or security or proceeds be received by a Subordinated Creditor upon or with respect to such Subordinated Creditor’s Subordinated Obligation prior to the satisfaction in full of the default, such Subordinated Creditor shall immediately deliver the same equally and ratably to all Subordinated Creditors in the form received (except for endorsement or assignment by such Subordinated Creditor where required), for ratable application on the Subordinated Obligations (whether or not then due) and, until so delivered, the same shall be held in trust on behalf of all Subordinated Creditors by such Subordinated Creditor as the property of all Subordinated Creditors. Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have Company may not prepay a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral Subordinated Obligation at any time in its possession whole or in part, unless (i) no default exists under the Subordinated Obligations, (ii) such payment on the Subordinated Obligations will be paid equally and any “control” ratably to all Subordinated Creditors, or similar agreements with respect (iii) all Subordinated Creditors otherwise agree in writing to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreementsprepayment.

Intercreditor Provisions. (a) Notwithstanding anything The FILO Intercreditor Provisions are hereby incorporated by reference in this Agreement and apply to each Incremental Term Lender, and to all Incremental Term Loans at any time incurred or outstanding hereunder, as fully as if set forth herein in their entirety. Each Incremental Term Lender, by extending Incremental Term Loans or acquiring the same by assignment, agrees to be bound by the contraryFILO Intercreditor Provisions. Furthermore, each Revolving Lender hereby authorizes the Agent to enter into (i) the Liens and security interests granted any amendments to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement any intercreditor agreements, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateralother intercreditor arrangements, in each casethe case of clauses (i), are subject to the limitations and provisions of any applicable Intercreditor Agreement (ii) to the extent provided therein. In required to give effect to the event establishment of any conflict between the terms of such applicable Intercreditor Agreement intercreditor 197 rights and the terms privileges as contemplated and required by Section 2.15(b) of this Agreement, subject to the terms FILO Intercreditor Provisions. Each Lender waives any conflict of such applicable Intercreditor Agreement shall governinterest, 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. (b) Notwithstanding anything contained Each of the Credit Parties (including in its capacities as a potential Cash Management Bank) irrevocably authorizes and directs the Agent to enter into any subordination, intercreditor, collateral trust and/or similar agreement contemplated hereunder, including with respect to Indebtedness that is (i) required or permitted to be subordinated in right of payment hereunder and/or (ii) secured by Liens and required or permitted to be pari passu with or junior to the Liens securing the Obligations (including, for the avoidance of doubt, any Liens incurred pursuant to Section 7.01), and with respect to which Indebtedness, an intercreditor, subordination, collateral trust or similar agreement is contemplated under this Agreement or (each, an “Additional Agreement”), and the Credit Parties party hereto acknowledge that any other Security DocumentAdditional Agreement is binding upon them. Each Credit Party party hereto hereby (a) agrees that they will be bound by, to the extent that and will not take any action contrary to, the provisions of this any Additional Agreement and (or b) authorizes and instructs the Agent to enter into any other Security Document) require Additional Agreement and to subject the delivery of, or granting of control over, or giving notice with respect to, any Liens on the Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative securing the Obligations to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives provisions thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreements.

Intercreditor Provisions. (a) Notwithstanding anything herein Subject to the contrarysecurity interests of the Existing Secured Note Holder, the New Secured Note Holders and Summit (as such terms are defined in the Security Agreement), notwithstanding the date, manner and order of perfection of the security interests in and liens on the Collateral (as such term is defined in the Security Agreement and the security agreement being entered into in connection with the New Notes) and notwithstanding any provision of the Uniform Commercial Code, as in effect in any state of appropriate jurisdiction, or any other applicable law or decision, as among the holders of Promissory Notes and the Purchasers of New Notes (each, a “Creditor”), (i) the Liens and each Creditor shall rank pari passu with respect to their respective security interests granted to in the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and (ii) upon any foreclosure, sale or other disposition in liquidation of all or any part of the exercise Collateral, each Creditor shall share in the resulting income pertaining to and the proceeds of such foreclosure, sale or other disposition in liquidation of the Collateral pro rata in the manner set forth in Section 6(f) below. (b) Subject to the security interests of the Existing Secured Note Holder, the New Secured Note Holders and Summit, and except as expressly provided herein, this Amendment shall not limit or impair the right of a Creditor to take any action permitted under their respective Promissory Notes or New Notes. Subject to the security interests of the Existing Secured Note Holder, the New Secured Note Holders and Summit, to the extent otherwise permitted under the Promissory Notes or New Notes, as applicable, that a Creditor holds, a Creditor may proceed to accelerate or demand payment of the Obligations (as such term is defined in the Security Agreement and the security agreement being entered into in connection with the New Notes) payable to it, and enforce any other right or remedy available to it against the Company; provided, however, (i) if a Creditor accelerates or demands payment of any Obligations payable to it, or if there is an automatic acceleration or demand for payment of any Obligations payable to such Creditor under the terms of their respective Promissory Notes or New Notes as the result of the filing of a petition in bankruptcy or similar event, such Creditor shall on the date of such acceleration or demand for payment (or promptly following an automatic acceleration or demand) give written notice of acceleration or demand to the other Creditor; (ii) prior to enforcing any right to foreclose or otherwise realize on the Collateral after acceleration or demand for payment of the Obligations, or any of them, a Creditor shall give at least 10 days’ prior written notice to the other Creditor of its any other right or remedy intention to enforce such right; and (iii) prior to enforcing any other right or remedy available to it against the Company or the Collateral, a Creditor shall give at least three business days’ prior written notice to the other Creditor of its intention to enforce such right or remedy. With the agreement of the other Creditor, such 10-day and three-day notice requirements may be waived or reduced at any time. (c) Subject to the security interests of the Existing Secured Note Holder, the New Secured Note Holders and Summit, it is the intention of the Creditors that whenever practicable, any foreclosure or other realization on the Collateral after acceleration or demand for payment of the Obligations, or any of them, shall be coordinated among the Creditors and constitute a common foreclosure or realization on behalf of the Creditors. Each Creditor agrees to endeavor in good faith to consult with the other Creditor prior to any foreclosure or other realization on the Collateral after acceleration or demand for payment of the Obligations, or any of them, in order to agree on a common course of action; provided, however, that, to the extent otherwise permitted under the Promissory Notes or New Notes to which it is a party, a Creditor may proceed immediately to realize on Collateral without any such consultation if it determines in its commercially reasonable discretion that the time necessary for such consultation would diminish the proceeds of such realization. Subject to the foregoing, if any Creditor shall have notified the other Creditor pursuant to Section 6(b), above, of its intention to enforce any right to foreclose or otherwise realize on the Collateral after acceleration or demand for payment of the Obligations, or any of them, and if such Creditor shall have thereafter determined within the 10-day period referred to in Section 6(b) above, to enforce such right, then such Creditor (a “Foreclosing Creditor”) shall proceed to foreclose and realize on the Collateral on its own behalf and as agent on behalf of the other Creditor (the “Non-Foreclosing Creditor”). The method of foreclosure or other realization on the Collateral (including, without limitation, the acceptability of any bid at any foreclosure sale or transfer in lieu of foreclosure and the method of collection of accounts receivable or other rights to payment) shall be determined by the Foreclosing Creditor after consultation with the Non-Foreclosing Creditor, as the case may be, provided that any such foreclosure or realization shall be conducted by the Foreclosing Creditor in good faith and in a commercially reasonable and expeditious manner, and further provided that the Foreclosing Creditor shall have no right to bid in any Obligations payable to the Non-Foreclosing Creditor without the express written consent of the Non-Foreclosing Creditor. The Non-Foreclosing Creditor hereby agrees to provide the Foreclosing Creditor with any documents or powers necessary for the Foreclosing Creditor to foreclose and realize on the Collateral Agent hereunder or on behalf of the application of proceeds (including insurance Non-Foreclosing Creditor, as provided above. Except as otherwise provided above, and condemnation proceeds) of any Collateral, in each case, are subject to the limitations requirements of Section 6(b) above, each Creditor shall have the authority to and provisions of may proceed at any applicable Intercreditor Agreement time to foreclose and realize on the Collateral to the extent provided thereinotherwise permitted under the Promissory Notes or New Notes to which it is a party. (d) Each Creditor shall be entitled to collect from the Company all payments of all Obligations payable to such Creditor at the time and in the manner specified in the Promissory Note or New Note held by such Creditor. In the event of any conflict between the terms receipt of such applicable Intercreditor Agreement payments from the Company by a Creditor prior to acceleration or demand for payment of the Obligations, or any of them, such payments shall belong to such Creditor as its own property and the terms of such Creditor shall have no obligation under this Agreement, the terms Amendment to hold or remit any part of such applicable Intercreditor Agreement shall governpayments for the account of any other Creditor. (be) Notwithstanding anything contained In the event of receipt of any payments from the Company by a Creditor on account of the Obligations payable to such Creditor after acceleration or demand for payment of the Obligations of any of them, such payments shall be held in this Agreement trust by such Creditor, and shall be promptly applied to the payment of the Obligations in the manner set forth in Section 6(f) below. (f) In the event of the acceleration or demand for payment of the Obligations, or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery ofthem, or granting of control overany foreclosure, sale or giving notice with respect toother disposition in liquidation of the Collateral, any Collateral all moneys collected or received by the Creditors on account of the Obligations or in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative the Collateral in excess of the amounts paid to discharge prior liens upon the Collateral shall be applied to the security interest payment of all proper costs and expenses, if any, incurred in the collection thereof or for the protection of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held pro rata in accordance with the applicable Intercreditor Agreementsamount of such costs and expenses, and any Grantor’s obligations hereunder with respect to the balance of such delivery, control or notice moneys shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior applied pro rata to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to payment of the Promissory Notes and New Notes in that proportion which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments the amount of such lenders or other secured parties (or representatives thereof) having been terminated, Obligations payable to each Creditor bears to the Collateral Agent is authorized by the parties hereto to effect transfers aggregate amount of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor AgreementsObligations taken as a whole.

Intercreditor Provisions. (a) Notwithstanding anything herein CF Capital hereby acknowledges that, subject to the contrary, right to receive payment for performance of its obligations as servicer or collection agent in accordance with the priority of payments set forth in the applicable Financing Documents (i) it has no right, title and interest in and to any Collateral (including, without limitation, any collections delivered or deposited to any Lock-Box, any Collateral Account or the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and Master Collection Account), (ii) payments in respect of the exercise of Receivables shall not be subject to any right deduction or remedy setoff by CF Capital and (iii) it shall not at any time in the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of future assert an interest in any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement Each Enforcement Party hereby acknowledges that each only has rights to its respective Collateral. If at any time the Master Collection Account Trustee, CF Capital, any CF Finance Party or any other Security Document, Enforcement Party shall receive any funds to the extent that which it is not entitled pursuant to the provisions of this Agreement and its related Financing Documents, CF Capital, such CF Finance Party or such Enforcement Party shall so advise the Master Collection Account Trustee (upon which advice the Master Collection Account Trustee may conclusively rely) and the Master Collection Account Trustee, such CF Finance Party, such Enforcement Party or CF Capital, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person entitled thereto, such remittance to be made promptly after determination or, in the case of the Master Collection Account Trustee, advice thereof. Until such time as the provisions of the immediately preceding sentence shall have been complied with, the Enforcement Party holding such funds shall be deemed to hold such funds in trust for the parties entitled thereto. (c) Notwithstanding anything to the contrary in this Agreement, but in furtherance hereof, upon the commencement of a case under the Bankruptcy Code by or against CF Capital: (i) this Agreement shall remain in full force and effect and enforceable pursuant to the terms hereof in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to CF Capital shall be deemed to apply to such entity as debtor-in-possession and to any other Security Documenttrustee in bankruptcy for the estate of such entity; and (ii) require each Enforcement Party shall retain its right to vote its claims and act in any such case under the delivery ofBankruptcy Code (including the right to vote to accept or reject any plan of reorganization or liquidation) and hereby agrees not to take any action or vote in any way so as to contest (x) the validity or enforceability of this Agreement, (y) the validity, priority or granting enforceability of control overthe liens, or giving notice with respect tomortgages, any Collateral assignments and security interests granted in respect of which any other lenders or other secured parties the Collateral and (or representatives thereofz) have a security interest therein that is senior priority the relative to the security interest rights and duties of the Collateral Agent pursuant to Enforcement Parties and CF Capital granted and/or established herein or in any Intercreditor Agreement, then until of the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder Financing Documents with respect to such deliveryliens, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermoremortgages, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such assignments and security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreementsinterests.

Intercreditor Provisions. (a) Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Pledged Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement or any other Security Collateral Document, to the extent that the provisions of this Agreement (or any other Security Collateral Document) require the delivery of, or granting of control over, or giving notice with respect to, any Pledged Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Pledged Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor AgreementsAgreement, and any GrantorPledgor’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Pledged Collateral at any time in its possession (and any “control” or similar agreements with respect to such Pledged Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor AgreementsAgreement.

Intercreditor Provisions. (a) Notwithstanding anything herein Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale, disposition or other realization upon all or any part of the Collateral (including any proceeds of Collateral) payable to the contraryAgent, (i) the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement Lenders, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject all payments made to the limitations and provisions Agent, for the benefit of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of Lenders, under this Agreement, the terms Notes and any of the other Credit Documents, shall be applied by the Agent in the following order: (i) First, to the payment in full of all reasonable costs and expenses incurred by the Agent in connection with the sale, disposition or other realization upon the Collateral, including, without limitation, out-of-pocket costs, court costs, attorneys' fees and all liabilities and advances incurred by the Agent in connection therewith, and all other fees, expenses and amounts due to the Agent hereunder and under the other Credit Documents; (ii) Second, to the payment in full of all reasonable costs and expenses incurred by the Lenders in connection with the sale, disposition or other -84- 90 realization upon the Collateral, including, without limitation, out-of-pocket costs, court costs, attorneys' fees (to the extent actually incurred) and all liabilities and advances incurred by the Lenders in connection therewith, but only to the extent that such costs and expenses are required to be paid hereunder and under the other Credit Documents; (iii) Third, to the payment in full of all interest with respect to the Obligations accrued and unpaid as of the date of the Agent's receipt of such applicable Intercreditor Agreement shall governproceeds, pro rata to each Lender based on the percentage that the amount of such interest owed to such Lender bears to the aggregate amount of such interest owed to all Lenders; (iv) Fourth, to the payment in full of all remaining Obligations (including, without limitation, principal on the Loans) outstanding and unpaid as of the date of the Agent's receipt of such proceeds, pro rata to each Lender based on the percentage that the amount of such Obligations owed to such Lender bears to the aggregate amount of such Obligations owed to all Lenders; and (v) The balance, to the Borrower or to such other Persons as may be required by law. (b) Notwithstanding anything contained in this Agreement Each Lender agrees that it shall not, unless specifically requested to do so by the Agent, commence or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), cause to be held in accordance with commenced against the applicable Intercreditor Agreements, and Borrower any Grantor’s obligations hereunder enforcement proceeding with respect to such delivery, control a Note or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreementsthis Credit Agreement.

Intercreditor Provisions. IBC hereby specifically acknowledges and agrees, as follows: a. Any security interest IBC may have in the collateral listed on Schedule "3 (a) Notwithstanding anything herein to the contrary, hereto (i"BOk Collateral") the Liens shall be and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement is hereby made inferior and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateral, subordinate in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of BOk therein. The subordination and priorities herein specified are applicable irrespective of the Collateral Agent pursuant time or order of attachment or perfection of security interests; the time or order of filing or recording financing statements; or the time of giving or failure to any Intercreditor Agreement, then until give notice of the obligations to such lenders acquisition or expected acquisition of purchase money or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim interests. b. Until BOk has been made or which are otherwise not due) shall have notified IBC that the Equipment Loan has finally been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminatedfull, delivery of such Collateral (or control or notice with respect thereto) may instead be made except to the applicable lender extent necessary to preserve IBC's subordinated claim in the BOk Collateral, IBC hereby agrees not to enforce its security interest in any of the BOk Collateral, nor to attach, levy upon, execute against, exercise any rights to, assert any claim on or other secured party (interest in, take any action against, or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and institute any Grantor’s obligations hereunder proceedings with respect to such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to any of the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral BOk Collateral. c. IBC hereby agrees that if at any time it should receive or otherwise be in its possession (of any of the BOk Collateral or any money, property, or proceeds at any time and any “control” from time to time through foreclosure and bankruptcy or similar agreements insolvency proceedings or otherwise under or with respect to any of its liens and security interests in property constituting BOk Collateral, the BOk Collateral and such Collateral) money, property, and proceeds relating thereto shall, until the Equipment Loan is finally paid in full, be received or held by IBC or its agent as bailee in trust for BOk, segregated from all other properties it owns or holds, and IBC or its agent shall turn over to BOk the identical remittances as promptly as possible with all necessary endorsements thereon to be applied by BOk, for application as BOk may from time to time elect, to the applicable lender payment of all costs and expenses including reasonable attorney fees and legal expenses incurred by BOk in seeking to collect or other secured party enforce any rights under any of the BOk Collateral and in seeking to collect the Equipment Loan and to enforce rights under any agreement or representative thereof in accordance with instrument relating to the applicable Intercreditor AgreementsEquipment Loan or any of the BOk Collateral, and to the payment of the remainder of the Equipment Loan.