Common use of Lien Sharing and Priority Confirmation Clause in Contracts

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Third Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Secured Debt, each current and future Priority First Lien Representative, each other current and future Parity the Second Lien Representative Administrative Agent and each current and future Priority First Lien Secured Party, Second Lien Secured Party and Parity Third Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that: (a) as provided by Section 2.9 2.12 of the Collateral Trust Intercreditor Agreement, all Parity Third Lien Obligations will be and are secured equally and ratably by all Parity Third Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Third Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien DebtObligation, and that all such Parity Third Liens will be enforceable by the Collateral Trustee Agent for the benefit of all Parity Third Lien Secured Party Parties equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Third Lien Debt if the Secured Debt Documents in respect thereof prohibit the Trustee from accepting the benefit of a Lien on any particular asset or property or the Trustee otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of Third Lien Debt are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Third Liens and the order of application of proceeds from the enforcement of Third Liens; and (c) the Collateral Agent shall perform its obligations under the Intercreditor Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Second Lien Debt hereby agrees, for the enforceable benefit of all holders of each current and future Series of Parity Secured Debt, each current and future First Lien Representative, the Trustee and each current and future First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Intercreditor Agreement that: (a) as provided by Section 2.12 of the Intercreditor Agreement, all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Second Lien Obligation, whether or not upon property otherwise constituting collateral for such Second Lien Obligation, and that all such Second Liens will be enforceable by the Collateral Agent for the benefit of all Second Lien Secured Parties equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Second Lien Debt if the Secured Debt Documents in respect thereof prohibit the Second Lien Administrative Agent from accepting the benefit of a Lien on any particular asset or property or the Second Lien Administrative Agent otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of Second Lien Debt are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Second Liens and the order of application of proceeds from the enforcement of Second Liens; and (c) the Collateral Agent shall perform its obligations under the Intercreditor Agreement and the other Security Documents. [or] [Option C: to be used if Additional Debt is First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, the Second Lien Administrative Agent, the Trustee, each other existing and future First Lien Representative and each current and future First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Intercreditor Agreement that: (a) as provided by Section 2.12 of the Intercreditor Agreement, without affecting the payment priority set forth in Section 3.4 of the Intercreditor Agreement, all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of First Lien Debt, and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all First Lien Secured Parties equally and ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity First Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity First Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Bank Product Obligations if the Hedge Agreement or agreement giving rise to Bank Product Obligations prohibits the applicable Hedge Provider or Bank Product Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Bank Product Provider otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity First Lien Debt for which the undersigned is acting as Parity First Lien Representative are bound by the provisions of this the Intercreditor Agreement, including the provisions relating to the ranking of Parity First Liens and the order of application of proceeds from the enforcement of Parity First Liens; and (c) the Collateral Trustee Agent shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Intercreditor Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Junior Lien Debt, each current existing and future Parity Junior Lien Representative, each other existing and future Priority Lien Representative and each current existing and future Priority Lien Secured Party and Parity Lien Secured Party holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally Equally and ratably Ratably by all Priority Liens at any time granted by the Borrower Company or any other Grantor Guarantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series holders of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property Obligations Equally and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyRatably; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Junior Lien Debt, each existing and future Priority Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) all Junior Lien Obligations will be and are secured Equally and Ratably by all Junior Liens at any time granted by the Company or any Guarantor to secure any Obligations in respect of any Series of Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Junior Lien Debt, and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Junior Lien Obligations Equally and Ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [Option C: to be used if Additional Debt is Permitted ABL Debt] The undersigned New Representative, on behalf of itself [and each holder of Obligations in respect of the Series of Permitted ABL Debt for which the undersigned is acting as representative] hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, each existing and future Secured Debt Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Permitted ABL Debt under the Collateral Trust Agreement that: (a) that the holders of Obligations in respect of such Series of Permitted ABL Debt are bound by the provisions of the Collateral Trust Agreement and the ABL Intercreditor Agreement; and (b) it consents to the performance of, and directing the collateral agent or other representative with respect to such Series of Permitted ABL Debt to perform, its obligations under the Collateral Trust Agreement and the ABL Intercreditor Agreement.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien DebtXxxxxx Xxxx Xxxx] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Junior Lien Debt for which the undersigned is acting as Parity Lien Xxxxxx Xxxx Debt Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority First Lien Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Junior Lien Debt Representative and each other current and future Priority First Lien Secured Party and Parity Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 2.02 of the Collateral Trust Agreement, all Parity Junior Lien Obligations will be and are secured equally and ratably by all Parity Junior Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, Debt and that all such Parity Junior Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Junior Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Junior Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Junior Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Junior Lien Debt Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;; and (b) the New Representative and each holder of Obligations in respect of the Series of Parity Junior Lien Debt for which the undersigned is acting as Parity Junior Lien Debt Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Junior Liens and the order of application of proceeds from the enforcement of Parity Junior Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or.] [Option B: to be used if Additional Debt is Priority First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority First Lien Debt for which the undersigned is acting as Priority First Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Junior Lien Debt Representative, each other existing and future Priority First Lien Debt Representative and each current and future Priority First Lien Secured Party and Parity Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 2.01 of the Collateral Trust Agreement, all Priority First Lien Obligations will be and are secured equally and ratably by all Priority First Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, Debt and that all such Priority First Liens will be enforceable by the Collateral Trustee for the benefit of all Priority First Lien Secured Parties equally and ratably provided ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority First Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Priority First Lien Debt Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;; and (b) the New Representative and each holder of Obligations in respect of the Series of Priority First Lien Debt for which the undersigned is acting as Priority First Lien Debt Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Priority First Liens and the order of application of proceeds from the enforcement of Priority First Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Authorized Representative hereby agrees, for the enforceable benefit of all holders of each current existing and future Series of Priority Lien Debt and Parity Lien Debt, each current other existing and future Priority Lien Representative, each other current and future Parity Lien Authorized Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Parity Lien Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 2.2 of the Collateral Trust Agreement, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower Issuer, Co-Issuer or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party Parties equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Security Documents in respect thereof prohibit the applicable Parity Lien Authorized Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Authorized Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;asset; and (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Authorized Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option Exhibit B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Authorized Representative hereby agrees, for the enforceable benefit of all holders of each current existing and future Series of Priority Lien Debt and Parity Lien Debt, each current other existing and future Priority Lien Representative, each other current and future Parity Lien Authorized Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Parity Lien Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 2.2 of the Collateral Trust Agreement, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower Issuer, Co-Issuer or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party Parties equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Security Documents in respect thereof prohibit the applicable Parity Lien Authorized Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Authorized Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;asset; and (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Authorized Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Secured Debt is Parity Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Second Lien Debt for which the undersigned is acting as Parity Second Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority First Lien Debt and Parity Second Lien Debt, each current and future Priority First Lien Representative, each other current and future Parity Second Lien Representative and each current and future Priority holder of First Lien Secured Party Obligations and Parity Second Lien Secured Party Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agency and Intercreditor Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Second Lien Obligations will be and are secured equally and ratably by all Parity Second Liens at any time granted by the Borrower Company or any other Grantor Guarantor to secure any Obligations in respect of any Series of Parity Second Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Second Lien Debt, and that all such Parity Second Liens will be enforceable by the Collateral Trustee for the benefit of all Parity holders of Second Lien Secured Party Obligations equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Second Lien Debt for which the undersigned is acting as Parity Second Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Second Liens and the order of application of proceeds from the enforcement of Parity Second Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agency and Intercreditor Agreement and the other Security Documents. [or] [Option B: to be used if Additional Secured Debt is Priority First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority First Lien Debt for which the undersigned is acting as Priority First Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority First Lien Debt and Parity Second Lien Debt, each current and future Parity Second Lien Representative, each other existing and future Priority First Lien Representative and each current and future Priority holder of First Lien Secured Party Obligation and Parity Second Lien Secured Party Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agency and Intercreditor Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority First Lien Obligations will be and are secured equally and ratably by all Priority First Liens at any time granted by the Borrower Company or any other Grantor Guarantor to secure any Obligations in respect of any Series of Priority First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority First Lien Debt, and that all such Priority First Liens will be enforceable by the Collateral Trustee for the benefit of all Priority holders of First Lien Secured Parties Obligations equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyratably; (b) the New Representative and each holder of Obligations in respect of the Series of Priority First Lien Debt for which the undersigned is acting as Priority First Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority First Liens and the order of application of proceeds from the enforcement of Priority First Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agency and Intercreditor Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which Secured Parties (as defined in the undersigned is acting as Parity Lien Representative Credit Agreement) hereby agrees, for the enforceable benefit of all holders of Secured Parties and each current and future Series of Priority Lien Secured Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt Obligations under the Collateral Trust Agreement ABL/Term Loan Intercreditor Agreement, that: (a) as provided by Section 2.9 subject to delivery of a Pari Passu Intercreditor Agreement and the Collateral Trust terms of any Pari Passu Intercreditor Agreement, all Parity Lien Pari Term Loan Debt Obligations will be and are secured equally and ratably ratably, by all Parity Pari Term Loan Debt Liens at any time granted by the Borrower Grantors or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Term Loan Debt Obligations or Additional Pari Term Loan Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property,; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt for which the undersigned is acting as Parity Lien Representative Pari Term Loan Debt Agent are bound by the provisions of this the ABL/Term Loan Intercreditor Agreement, including the provisions relating to the ranking of Parity Pari Term Loan Debt Liens and the order of application of proceeds from the enforcement of Parity Pari Term Loan Debt Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Pari Term Loan Debt for which the undersigned is acting as Priority Lien Representative are bound Pari Term Loan Debt Agent consents to the terms of the ABL/Term Loan Intercreditor Agreement and the performance by the provisions of this AgreementNew Representative of, including and directs the provisions relating New Representative to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform perform, its obligations under the Collateral Trust Agreement and the other Security DocumentsABL/Term Loan Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Junior Lien Debt for which the undersigned is acting as Parity Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each current existing and future Series of Priority Lien Debt and Parity Junior Lien Debt, each current existing and future Priority Lien Representative, each other current existing and future Parity Junior Lien Representative and Representative, each current existing and future Priority Lien Secured Party holder of Permitted Prior Liens and Parity Lien Secured Party the Collateral Trustee, and as a condition to being treated as Secured Debt under the Collateral Trust Agreement thatAgreement: (a) as provided by Section 2.9 of the Collateral Trust Agreement, that all Parity Junior Lien Obligations will be and are secured equally and ratably by all Parity Junior Liens at any time granted by the Borrower Satmex or any other Grantor Guarantor to secure any Obligations in respect of any Series of Parity Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien DebtCollateral, and that all such Parity Junior Liens will be enforceable by the Collateral Trustee for the benefit of all Parity holders of Junior Lien Secured Party Obligations equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) that the New Representative and each holder the holders of Obligations in respect of the Series of Parity Junior Lien Debt for which the undersigned is acting as Parity Junior Lien Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Junior Liens and the order of application of proceeds from the enforcement of Parity Junior Liens; and (c) to the terms of the Collateral Trust Agreement and the Collateral Trustee’s performance of, and that the Collateral Trustee shall perform perform, its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt or other Priority Lien Obligations for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt Debt, other Priority Lien Obligations and Parity Junior Lien Debt, each current existing and future Parity Junior Lien Representative, each other existing and future Priority Lien Representative and Representative, each current existing and future Priority Lien Secured Party holder of Permitted Prior Liens and Parity Lien Secured Party the Collateral Trustee, and as a condition to being treated as Secured Debt under the Collateral Trust Agreement thatAgreement: (a) as provided by Section 2.9 of the Collateral Trust Agreement, that all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any such Series of Priority Lien DebtDebt or other Priority Lien Obligations, whether or not upon property otherwise constituting collateral for such Series of Priority Lien DebtCollateral, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series holders of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyObligations; (b) that the New Representative and each holder the holders of Obligations in respect of the Series of Priority Lien Debt or other Priority Lien Obligations for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) to the terms of the Collateral Trust Agreement and the Collateral Trustee’s performance of, and that the Collateral Trustee shall perform its obligations under under, the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity acting as [Administrative Agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as ABL Debt Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens. [or] [Option B: to be used if Additional Debt constitutes a Series of Priority Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Priority Lien Debt [that constitutes Noteholder Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Secured Debt Representative][Noteholder Collateral Trustee] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each current and future Series of Priority Lien Secured Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement Intercreditor Agreement, that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Priority Lien Obligations will be and are secured equally Equally and ratably Ratably by all Parity Priority Liens at any time granted by the Borrower Issuers or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Noteholder Collateral Trustee with respect to such Series of Priority Lien Debt for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series holders of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property Obligations Equally and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyRatably; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative [Secured Debt Representative] are bound by the provisions of this the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as [Secured Debt Representative] appoints the Noteholder Collateral Trustee shall perform and consents to the terms of the Intercreditor Agreement and the performance by the Noteholder Collateral Agent of, and directs the Noteholder Collateral Agent to perform, its obligations under the Collateral Trust Intercreditor Agreement and the Noteholder Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option C: to be used if Additional Debt is constitutes a Series of Subordinated Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as [Secured Debt Representative] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Subordinated Lien Obligations will be and are secured Equally and Ratably by all Subordinated Liens at any time granted by the Issuers or any other Security DocumentsGrantor to secure any Obligations in respect of such Series of Subordinated Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Subordinated Lien Debt, and that all such Subordinated Liens will be enforceable by the Noteholder Collateral Trustee for the benefit of all holders of Subordinated Lien Obligations Equally and Ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as [Secured Debt Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Subordinated Liens and the order of application of proceeds from the enforcement of Subordinated Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as [Secured Debt Representative] appoints the Noteholder Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Noteholder Collateral Agent of, and directs the Noteholder Collateral Agent to perform, their obligations under the Intercreditor Agreement and the Noteholder Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Priority Lien Debt Representative, each other current and future Parity Lien Debt Representative and each current and future holder of Priority Lien Secured Party Debt Obligations and Parity Lien Secured Party Debt Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Debt Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or any other Grantor Guarantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series holders of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyObligations equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Debt Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Debt Representative, each other existing and future Priority Lien Debt Representative and each current and future holder of Priority Lien Secured Party Obligation and Parity Lien Secured Party Debt Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Debt Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor Guarantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series holders of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property Obligations equally and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyratably; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Debt Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Secured Debt is Parity Lien Debtconstitutes ABL Principal Debt or other ABL Obligations] The undersigned New Representative, on behalf of itself [and each holder of ABL Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative [administrative agent]], hereby agrees, for the enforceable benefit of all holders of Secured Parties and each current and future Series of Priority Lien Secured Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt ABL Obligations under the Collateral Trust Agreement Intercreditor Agreement, that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien ABL Obligations will be and are secured equally and ratably by all Parity ABL Liens at any time granted by the Borrower Company or any other Grantor to secure any Obligations in respect of any Series of Parity Lien DebtABL Obligations, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Lien DebtABL Obligations arising under the New Debt Facility, and that all such Parity ABL Liens will be enforceable by the Collateral Trustee ABL Representative with respect to such ABL Obligations for the benefit of all Parity Lien Secured Party holders of ABL Obligations equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative [and each holder of ABL Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative [administrative agent]] are bound by the provisions of this the Intercreditor Agreement, including the provisions relating to the ranking of Parity ABL Liens and the order of application of proceeds from the enforcement of Parity ABL Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. New Representative [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of ABL Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for [administrative agent]] appoints the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien ABL Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition consents to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 terms of the Collateral Trust Agreement, all Priority Lien Obligations will be Intercreditor Agreement and are secured equally and ratably by all Priority Liens at any time granted the performance by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien DebtABL Representative of, and that all such Priority Liens will be enforceable by directs the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided howeverABL Representative to perform, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.Intercreditor Agreement, together with all such powers as are reasonably incidental thereto. [or]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Third Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Secured Debt, each current and future Priority First Lien Representative, each other current and future Parity the Second Lien Representative Administrative Agent and each current and future Priority First Lien Secured Party, Second Lien Secured Party and Parity Third Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that: (a) as provided by Section 2.9 2.12 of the Collateral Trust Intercreditor Agreement, all Parity Third Lien Obligations will be and are secured equally and ratably by all Parity Third Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Third Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien DebtObligation, and that all such Parity Third Liens will be enforceable by the Collateral Trustee Agent for the benefit of all Parity Third Lien Secured Party Parties equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Third Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative Trustee from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative the Trustee otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Third Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of this the Intercreditor Agreement, including the provisions relating to the ranking of Parity Third Liens and the order of application of proceeds from the enforcement of Parity Third Liens; and (c) the Collateral Trustee Agent shall perform its obligations under the Collateral Trust Intercreditor Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Second Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Second Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Priority Lien Debt and Parity Lien Secured Debt, each current and future Parity First Lien Representative, each other existing and future Priority Lien Representative the Trustee and each current and future Priority First Lien Secured Party, Second Lien Secured Party and Parity Third Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that: (a) as provided by Section 2.9 2.12 of the Collateral Trust Intercreditor Agreement, all Priority Second Lien Obligations will be and are secured equally and ratably by all Priority Second Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Second Lien DebtObligation, whether or not upon property otherwise constituting collateral for such Series of Priority Second Lien DebtObligation, and that all such Priority Second Liens will be enforceable by the Collateral Trustee Agent for the benefit of all Priority Second Lien Secured Parties equally and ratably provided ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Second Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Second Lien Representative Administrative Agent from accepting the benefit of a Lien on any particular asset or property or such Priority the Second Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, Administrative Agent otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Second Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this the Intercreditor Agreement, including the provisions relating to the ranking of Priority Second Liens and the order of application of proceeds from the enforcement of Priority Second Liens; and (c) the Collateral Trustee Agent shall perform its obligations under the Collateral Trust Intercreditor Agreement and the other Security Documents.]. [or] [Option C: to be used if Additional Debt is First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, the Second Lien Administrative Agent, the Trustee, each other existing and future First Lien Representative and each current and future First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Intercreditor Agreement that:

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Third Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Secured Debt, each current and future Priority First Lien Representative, each other current and future Parity the Second Lien Representative Administrative Agent and each current and future Priority First Lien Secured Party, Second Lien Secured Party and Parity Third Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that: (a) as provided by Section 2.9 2.12 of the Collateral Trust Intercreditor Agreement, all Parity Third Lien Obligations will be and are secured equally and ratably by all Parity Third Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Third Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien DebtObligation, and that all such Parity Third Liens will be enforceable by the Collateral Trustee Agent for the benefit of all Parity Third Lien Secured Party Parties equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Third Lien Debt if the Secured Debt Documents in respect thereof prohibit the Trustee from accepting the benefit of a Lien on any particular asset or property or the Trustee otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of Third Lien Debt are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Third Liens and the order of application of proceeds from the enforcement of Third Liens; and (c) the Collateral Agent shall perform its obligations under the Intercreditor Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Second Lien Debt hereby agrees, for the enforceable benefit of all holders of each current and future Series of Parity Secured Debt, each current and future First Lien Representative, the Trustee and each current and future First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Intercreditor Agreement that: (a) as provided by Section 2.12 of the Intercreditor Agreement, all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Second Lien Obligation, whether or not upon property otherwise constituting collateral for such Second Lien Obligation, and that all such Second Liens will be enforceable by the Collateral Agent for the benefit of all Second Lien Secured Parties equally and ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Second Lien Debt if the Secured Debt Documents in respect thereof prohibit the Second Lien Administrative Agent from accepting the benefit of a Lien on any particular asset or property or the Second Lien Administrative Agent otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Bank Product Obligations that are Second Lien Obligations if the Hedge Agreement or agreement giving rise to Bank Product Obligations prohibits the applicable Hedge Provider or Bank Product Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Bank Product Providers otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of Second Lien Debt are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Second Liens and the order of application of proceeds from the enforcement of Second Liens; and (c) the Collateral Agent shall perform its obligations under the Intercreditor Agreement and the other Security Documents. [or] [Option C: to be used if Additional Debt is First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, the Second Lien Administrative Agent, the Trustee, each other existing and future First Lien Representative and each current and future First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Intercreditor Agreement that: (a) as provided by Section 2.12 of the Intercreditor Agreement, without affecting the payment priority set forth in Section 3.4 of the Intercreditor Agreement, all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of First Lien Debt, and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all First Lien Secured Parties equally and ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity First Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity First Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Bank Product Obligations if the Hedge Agreement or agreement giving rise to Bank Product Obligations prohibits the applicable Hedge Provider or Bank Product Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Bank Product Provider otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity First Lien Debt for which the undersigned is acting as Parity First Lien Representative are bound by the provisions of this the Intercreditor Agreement, including the provisions relating to the ranking of Parity First Liens and the order of application of proceeds from the enforcement of Parity First Liens; and (c) the Collateral Trustee Agent shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Intercreditor Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity Lien acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future ABL Agent and Secured Pari Term Loan Debt Representative, and as a condition to being treated as ABL Debt Obligations under the ABL Intercreditor Agreement, that the New Representative is bound by the provisions of the ABL Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Pari Term Loan Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt [that constitutes Term Loan Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Term Loan Agent] [Pari Term Loan Debt Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each current and future Series of Priority Lien Secured Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement ABL Intercreditor Agreement, that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Pari Term Loan Debt Obligations will be and are secured equally and ratably ratably, by all Parity Pari Term Loan Debt Liens at any time granted by the Borrower Initial Grantors or any other Grantor to secure any Obligations in respect of any such Series of Parity Lien Pari Term Loan Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Lien Term Loan Debt, and that all such Parity Pari Term Loan Debt Liens will be enforceable by the Collateral Trustee Pari Term Loan Debt Agent with respect to such Series of Pari Term Loan Debt for the benefit of all Parity Lien Secured Party holders of Pari Term Loan Debt Obligations equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt for which the undersigned is acting as Parity Lien Representative Pari Term Loan Debt Agent are bound by the provisions of this the ABL Intercreditor Agreement, including the provisions relating to the ranking of Parity Pari Term Loan Debt Liens and the order of application of proceeds from the enforcement of Parity Pari Term Loan Debt Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Pari Passu Debt for which the undersigned is acting as Parity Lien Authorized Representative hereby xxxxxx agrees, for the enforceable benefit of all holders of each current existing and future Series of Priority Lien Debt and Parity Lien Pari Passu Debt, each current other existing and future Priority Lien Representative, each other current and future Parity Lien Authorized Representative and each current and future Priority Lien Secured Party and Parity Lien Pari Passu Secured Party and as a condition to being treated as Secured Pari Passu Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 2.2 of the Collateral Trust Agreement, all Parity Lien Pari Passu Obligations will be and are secured equally and ratably by all Parity Pari Passu Liens at any time granted by the Borrower Issuer or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Pari Passu Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Pari Passu Debt, and that all such Parity Pari Passu Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party Parties equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Pari Passu Debt if the Secured Debt Security Documents in respect thereof prohibit the applicable Parity Lien Authorized Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Authorized Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyasset; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Passu Debt for which the undersigned is acting as Parity Lien Authorized Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Pari Passu Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Pari Passu Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New [Additional Agent][[Applicable] Priority Lien Representative], on behalf of itself and each holder of the [ Pari Passu Payment Lien Obligations in respect of under the Series of Parity Additional Loan Document][Priority Lien Debt Obligations ] for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Debt, each current and future [Additional Agent][[Applicable] Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority [Bond Obligations and Pari Passu Payment Lien Debt and Parity Obligations][Priority Lien Debt, each current and future Parity Lien RepresentativeObligations ][, each other existing and future Priority Lien Authorized Representative and each current existing and future Priority Lien Secured Party and Parity Lien Secured Party holder of permitted prior Liens] and as a condition to being treated as Secured Debt Obligations under the Collateral Trust Security Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority [Bond Obligations and Pari Passu Payment Lien Obligations][Priority Lien Obligations ] will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor successor company to secure any [Bond Obligations in respect of any Series of and Pari Passu Payment Lien Obligations][Priority Lien Obligations ] on the Collateral for [such Bond Obligations and Pari Passu Payment Lien Obligations][the Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien DebtObligations ], and that all such Priority Liens will be enforceable by the Collateral Trustee Agent for the benefit of all Priority holders of [Bond Obligations and Pari Passu Payment Lien Secured Parties Obliga-tions][Priority Lien Obligations ] equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyratably; (b) the New Representative [Additional Agent][[Applicable] Priority Lien Representative] and each holder of [the Bond Obligations in respect of the Series of Priority and Pari Passu Payment Lien Debt Obligations][Priority Lien Obligations ] for which the undersigned is acting as [Additional Agent][[Applicable] Priority Lien Representative Representative] are bound by the provisions of this the Security Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee Agent shall be the [Additional Secured Par-ties’][[Applicable] Priority Lien Representative’s] collateral agent pursuant to reasonable terms and conditions agreed to by the [Additional Agent][[Applicable] Priority Lien Representative] and the Collateral Agent, which terms shall not in any event be inconsistent with the provisions of the Security Agreement; and (d) the Collateral Agent shall perform its obligations under the Collateral Trust Agreement and the other Security DocumentsAgreement.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Series of Subordinated Lien Debt, each current existing and future Parity Subordinated Lien Representative, each other existing and future Priority Lien Representative and each current existing and future Priority Lien Secured Party and Parity Lien Secured Party holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement thatAgreement: (a) as provided by Section 2.9 of the Collateral Trust Agreement, that all Priority Lien Obligations will be and are secured equally Equally and ratably Ratably by all Priority Liens at any time granted by the Borrower Issuers or any other Grantor Guarantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series holders of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property Obligations Equally and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyRatably; (b) that the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) to the terms of the Collateral Trust Agreement and the Intercreditor Agreement and the Collateral Trustee’s performance of, and directing the Collateral Trustee shall perform to perform, its obligations under the Collateral Trust Agreement and the Intercreditor Agreement. [or] [Option B: to be used if Additional Debt is Subordinated Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as Subordinated Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Series of Subordinated Lien Debt, each existing and future Priority Lien Representative, each other Security Documentsexisting and future Subordinated Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement: (a) that all Subordinated Lien Obligations will be and are secured Equally and Ratably by all Subordinated Liens at any time granted by the Issuers or any Guarantor to secure any Obligations in respect of any Series of Subordinated Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Subordinated Lien Debt, and that all such Subordinated Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Subordinated Lien Obligations Equally and Ratably; (b) that the New Representative and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as Subordinated Lien Representative are bound by the provisions of the Collateral Trust Agreement and the Intercreditor Agreement, including the provisions relating to the ranking of Subordinated Liens and the order of application of proceeds from the enforcement of Subordinated Liens; and (c) to the terms of the Collateral Trust Agreement and the Intercreditor Agreement and the Collateral Trustee’s performance of, and directing the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement and the Intercreditor Agreement.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself Agent and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative Lenders hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement thatagree: (a) that all First Lien Obligations (as provided by Section 2.9 defined in the Collateral Agency and Intercreditor Agreement) including the Obligations of the Collateral Trust Agreement, all Parity Lien Obligations Borrower under this Agreement will be and are secured equally and ratably by all Parity First Liens (as defined in the Collateral Agency and Intercreditor Agreement) at any time granted by the Borrower or any other Grantor Guarantor to secure any First Lien Obligations in respect of any the Series of Parity First Lien DebtDebt (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Agreement, whether or not upon property otherwise constituting collateral for to such Series of Parity First Lien Debt, and that all such Parity First Liens will be enforceable by the Collateral Trustee Agent under and as defined in the Collateral Agency and Intercreditor Agreement for the benefit of all Parity holders of First Lien Secured Party Obligations equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) that the New Representative Agent and each holder the Lenders and any other holders of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative this Agreement are bound by the provisions of this Agreement, the Collateral Agency and Intercreditor Agreement including without limitation (x) the provisions relating to the ranking of Parity First Liens and the order of application of proceeds from the enforcement of Parity LiensFirst Liens and (y) the provisions of Section 8.22 thereof; and (c) that the Agent and the Lenders consent to and direct the Collateral Trustee shall Agent under and as defined in the Collateral Agency and Intercreditor Agreement to perform its obligations under the Collateral Trust Agency and Intercreditor Agreement and the other Security DocumentsDocuments (as defined in the Collateral Agency and Intercreditor Agreement). [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf foregoing provisions of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, this Section 9.22 are intended for the enforceable benefit of all holders of, and will be enforceable as a third party beneficiary by, each present and future holder of each existing and future Series of Priority Lien Secured Debt (as defined in the Collateral Agency and Parity Lien DebtIntercreditor Agreement), each current present and future Parity holder of First Lien RepresentativeObligations, each other existing present and future Priority Lien Secured Debt Representative (as defined in the Collateral Agency and each current Intercreditor Agreement) and future Priority Lien Secured Party and Parity Lien Secured Party the Collateral Agent under and as a condition to being treated as Secured Debt under defined in the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agency and Intercreditor Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity Lien Debtacting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Representative, and as a condition to being treated as ABL Debt Obligations under the ABL/Term Loan Intercreditor Agreement, that the New Representative is bound by the provisions of the ABL/Term Loan Intercreditor Agreement, including the provisions relating to the ranking of Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Pari Term Loan Debt ] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Term Loan Debt Obligations or Additional Pari Term Loan Debt [that constitutes a Term Loan Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Term Loan Agent] [Pari Term Loan Debt Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each current and future Series of Priority Lien Secured Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt Obligations under the Collateral Trust Agreement ABL/Term Loan Intercreditor Agreement, that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Pari Term Loan Debt Obligations will be and are secured equally and ratably ratably, by all Parity Pari Term Loan Debt Liens at any time granted by the Borrower Grantors or any other Grantor to secure any Obligations in respect of any such Series of Parity Lien Term Loan Debt Obligations or Additional Pari Term Loan Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Lien DebtTerm Loan Debt Obligations, and that all such Parity Pari Term Loan Debt Liens will be enforceable by the Collateral Trustee Pari Term Loan Debt Agent with respect to such Series of Pari Term Loan Debt for the benefit of all Parity Lien Secured Party holders of Pari Term Loan Debt Obligations equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt for which the undersigned is acting as Parity Lien Representative Pari Term Loan Debt Agent are bound by the provisions of this the ABL/Term Loan Intercreditor Agreement, including the provisions relating to the ranking of Parity Pari Term Loan Debt Liens and the order of application of proceeds from the enforcement of Parity Pari Term Loan Debt Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Pari Term Loan Debt for which the undersigned is acting as Priority Lien Representative are bound Pari Term Loan Debt Agent appoints the Pari Term Loan Debt Agent and consents to the terms of the ABL/Term Loan Intercreditor Agreement and the performance by the provisions of this AgreementPari Term Loan Debt Agent of, including and directs the provisions relating Pari Term Loan Debt Agent to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform perform, its obligations under the Collateral Trust Agreement and the other Security DocumentsABL/Term Loan Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Junior Lien Debt for which the undersigned is acting as Parity Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each current existing and future Series of Priority Lien Debt and Parity Junior Lien Debt, each current existing and future Priority Lien Representative, each other current existing and future Parity Junior Lien Representative and each current existing and future Priority Lien Secured Party and Parity Lien Secured Party holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Junior Lien Obligations will be and are secured equally and ratably by all Parity Junior Liens at any time granted by the Borrower GXS or any other Grantor to the Collateral Trustee to secure any Obligations in respect of any Series of Parity Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Junior Lien Debt, and that all such Parity Junior Liens will be enforceable by the Collateral Trustee for the benefit of all Parity holders of Junior Lien Secured Party Obligations equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Junior Lien Debt for which the undersigned is acting as Parity Junior Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Junior Liens and the order of application of proceeds from the enforcement of Parity Junior Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Junior Lien Debt, each current existing and future Parity Junior Lien Representative, each other existing and future Priority Lien Representative and each current existing and future Priority Lien Secured Party and Parity Lien Secured Party holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured secured, subject to the distribution provisions of the Collateral Trust Agreement, equally and ratably by all Priority Liens at any time granted by the Borrower GXS or any other Grantor to the Collateral Trustee to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series holders of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property Obligations equally and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyratably; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Priority Lien Debt Representative, each other current and future Parity Lien Debt Representative and each current and future holder of Priority Lien Secured Party Debt Obligations and Parity Lien Secured Party Debt Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Debt Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or any other Grantor Guarantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series holders of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyObligations equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Debt Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Debt Representative, each other existing and future Priority Lien Debt Representative and each current and future holder of Priority Lien Secured Party Debt Obligation and Parity Lien Secured Party Debt Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Debt Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor Guarantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series holders of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property Obligations equally and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyratably; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Debt Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Pari Passu Lien Obligations in respect of the Series of Parity Pari Passu Lien Debt for which the undersigned is acting as Parity Pari Passu Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Pari Passu Lien Debt, each current and future Priority Pari Passu Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Pari Passu Lien Secured Party and Parity Pari Passu Lien Secured Party Obligations and as a condition to being treated as Secured Pari Passu Lien Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 2.2 of the Collateral Trust Agreement, all Parity Pari Passu Lien Obligations will be and are secured equally and ratably by all Parity Pari Passu Liens at any time granted by the Borrower or any other Grantor Guarantor to secure any Pari Passu Lien Obligations in respect of any Series of Parity Pari Passu Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Pari Passu Lien Debt, and that all such Parity Passu Lien Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Pari Passu Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Pari Passu Lien Debt if the Secured Debt Pari Passu Lien Documents in respect thereof prohibit the applicable Parity Pari Passu Lien Representative from accepting the benefit of a Pari Passu Lien on any particular asset or property or such Parity Pari Passu Lien Representative otherwise expressly declines in writing to accept the benefit of a Pari Passu Lien on such asset or property; (b) the New Representative and each holder of Pari Passu Lien Obligations in respect of the Series of Parity Pari Passu Lien Debt for which the undersigned is acting as Parity Pari Passu Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Pari Passu Liens and the order of application of proceeds from the enforcement of Parity Pari Passu Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Pari Passu Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as ABL Debt Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens, [or] [Option B: to be used if Additional Debt constitutes a Series of Noteholder Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Noteholder Lien Debt [that constitutes Noteholder Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Secured Debt Representative] [Noteholder Collateral Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each current and future Series of Priority Lien Secured Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement Intercreditor Agreement, that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Noteholder Lien Obligations will be and are secured equally Equally and ratably Ratably by all Parity Noteholder Liens at any time granted by the Borrower Initial Grantors or any other Grantor to secure any Obligations in respect of any such Series of Parity Noteholder Lien Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Noteholder Lien Debt, and that all such Parity Noteholder Liens will be enforceable by the Noteholder Collateral Trustee Agent with respect to such Series of Noteholder Lien Debt for the benefit of all Parity holders of Noteholder Lien Secured Party equally Obligations Equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyRatably; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Noteholder Lien Debt for which the undersigned is acting as Parity Lien Representative [Secured Debt Representative] are bound by the provisions of this the Intercreditor Agreement, including the provisions relating to the ranking of Parity Noteholder Liens and the order of application of proceeds from the enforcement of Parity Noteholder Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Noteholder Lien Debt for which the undersigned is acting as Priority Lien Representative are bound [Secured Debt Representative] appoints the Noteholder Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the provisions of this AgreementNoteholder Collateral Agent of, including and directs the provisions relating Noteholder Collateral Agent to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform perform, its obligations under the Collateral Trust Intercreditor Agreement and the other Security DocumentsNoteholder Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt additional debt is Parity Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Junior Lien Debt for which the undersigned is acting as Parity Lien Xxxxxx Xxxx Debt Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority First Lien Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Junior Lien Debt Representative and each other current and future Priority First Lien Secured Party and Parity Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that: (a) as provided by Section 2.9 2.12 of the Collateral Trust Intercreditor Agreement, all Parity Junior Lien Obligations will be and are secured equally and ratably by all Parity Junior Liens at any time granted by the Borrower Company or any other Grantor to secure any Obligations in respect of any Series of Parity Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, Debt and that all such Parity Junior Liens will be enforceable by the Collateral Trustee Agent for the benefit of all Parity Junior Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Junior Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Junior Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Junior Lien Debt Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;; and (b) the New Representative and each holder of Obligations in respect of the Series of Parity Junior Lien Debt for which the undersigned is acting as Parity Junior Lien Debt Representative are bound by the provisions of this the Intercreditor Agreement, including the provisions relating to the ranking of Parity Junior Liens and the order of application of proceeds from the enforcement of Parity Junior Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. .] [or] [Option B: to be used if Additional Debt additional debt is Priority First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority First Lien Debt for which the undersigned is acting as Priority First Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Junior Lien Debt Representative, each other existing and future Priority First Lien Debt Representative and each current and future Priority First Lien Secured Party and Parity Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Intercreditor Agreement, all Priority First Lien Obligations will be and are secured equally and ratably by all Priority First Liens at any time granted by the Borrower Company or any other Grantor to secure any Obligations in respect of any Series of Priority First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, Debt and that all such Priority First Liens will be enforceable by the Collateral Trustee Agent for the benefit of all Priority First Lien Secured Parties equally and ratably provided ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority First Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Priority First Lien Debt Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;; and (b) the New Representative and each holder of Obligations in respect of the Series of Priority First Lien Debt for which the undersigned is acting as Priority First Lien Debt Representative are bound by the provisions of this the Intercreditor Agreement, including the provisions relating to the ranking of Priority First Liens and the order of application of proceeds from the enforcement of Priority First Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Series of Subordinated Lien Debt, each current existing and future Parity Subordinated Lien Representative, each other existing and future Priority Lien Representative and each current existing and future Priority Lien Secured Party and Parity Lien Secured Party holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement thatAgreement: (a) as provided by Section 2.9 of the Collateral Trust Agreement, that all Priority Lien Obligations will be and are secured equally Equally and ratably Ratably by all Priority Liens at any time granted by the Borrower Stream or any other Grantor Guarantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series holders of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property Obligations Equally and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyRatably; (b) that the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) to the terms of the Collateral Trust Agreement and the Intercreditor Agreement and the Collateral Trustee’s performance of, and directing the Collateral Trustee shall perform to perform, its obligations under the Collateral Trust Agreement and the Intercreditor Agreement. [or] [Option B: to be used if Additional Debt is Subordinated Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as Subordinated Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Series of Subordinated Lien Debt, each existing and future Priority Lien Representative, each other Security Documentsexisting and future Subordinated Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement: (a) that all Subordinated Lien Obligations will be and are secured Equally and Ratably by all Subordinated Liens at any time granted by Stream or any Guarantor to secure any Obligations in respect of any Series of Subordinated Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Subordinated Lien Debt, and that all such Subordinated Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Subordinated Lien Obligations Equally and Ratably; (b) that the New Representative and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as Subordinated Lien Representative are bound by the provisions of the Collateral Trust Agreement and the Intercreditor Agreement, including the provisions relating to the ranking of Subordinated Liens and the order of application of proceeds from the enforcement of Subordinated Liens; and (c) to the terms of the Collateral Trust Agreement and the Intercreditor Agreement and the Collateral Trustee’s performance of, and directing the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement and the Intercreditor Agreement.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity Lien acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Representative, and as a condition to being treated as ABL Debt Obligations under the ABL Intercreditor Agreement, that the New Representative and each holder of Obligations in respect of which the undersigned is acting as [collateral agent] is bound by the provisions of the ABL Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens and the order of application of proceeds from enforcement of Fixed Assets Debt Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Fixed Assets Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Fixed Assets Debt or Additional Fixed Assets Debt [that constitutes Fixed Assets Substitute Facility] for which the undersigned is acting as Parity Lien Representative a Fixed Assets Debt Agent hereby agrees, for the enforceable benefit of all holders of Secured Parties and each current and future Series of Priority Lien Secured Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Fixed Assets Debt Obligations under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust ABL Intercreditor Agreement, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Fixed Assets Debt for which the undersigned is acting as Parity Lien Representative Fixed Assets Debt Agent are bound by the provisions of this the ABL Intercreditor Agreement, including the provisions relating to the ranking of Parity Fixed Assets Debt Liens and the order of application of proceeds from the enforcement of Parity Fixed Assets Debt Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the such Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative Representative, hereby agrees, : (a) for the enforceable benefit of all holders of each current existing and future Series of Priority Parity Lien Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current existing and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust AgreementRepresentative, that all Parity Lien Obligations will be and are secured equally Equally and ratably Ratably by all Parity Liens at any time granted by the Borrower Company or any other Grantor Guarantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Secured Party equally Obligations Equally and ratably; provided, however, that notwithstanding Ratably; (b) for the foregoing, this provision will not be violated with respect to any particular Collateral enforceable benefit of all holders of each existing and any particular future Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable and Series of Junior Lien Debt, and each existing and future Parity Lien Representative from accepting and Junior Lien Representative, that the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder holders of Obligations in respect of the such Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and; (c) that it consents to and directs the Collateral Trustee shall to perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Junior Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the such Series of Priority Junior Lien Debt for which the undersigned is acting as Priority Junior Lien Representative Representative, hereby agrees, : (a) for the enforceable benefit of all holders of each existing and future Series of Priority Junior Lien Debt and Series of Parity Lien Debt, Debt and each current existing and future Junior Lien Representative and Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, that all Priority Junior Lien Obligations will be and are secured equally Equally and ratably Ratably by all Priority Junior Liens at any time granted by the Borrower Company or any other Grantor Guarantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Junior Lien Debt, and that all such Priority Junior Liens will be enforceable by the Collateral Trustee for the benefit of all Priority holders of Junior Lien Secured Parties equally Obligations Equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyRatably; (b) for the New enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt and each existing and future Parity Lien Representative and each holder Junior Lien Representative, that the holders of Obligations in respect of the such Series of Priority Junior Lien Debt for which the undersigned is acting as Priority Junior Lien Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Junior Liens and the order of application of proceeds from the enforcement of Priority Junior Liens; and (c) that it consents to and directs the Collateral Trustee shall to perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current existing and future Series of Priority Parity Lien Debt and Parity Junior Lien Debt, each current existing and future Priority Junior Lien Representative, each other current existing and future Parity Lien Representative and each current existing and future Priority Lien Secured Party and Parity Lien Secured Party holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Obligations will be and are secured equally Equally and ratably Ratably by all Parity Liens at any time granted by the Borrower EFIH or any other Grantor Successor Company to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series holders of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or propertyObligations Equally and Ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Junior Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Junior Lien Debt for which the undersigned is acting as Priority Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Parity Lien Debt and Parity Junior Lien Debt, each current existing and future Parity Lien Representative, each other existing and future Priority Junior Lien Representative and each current existing and future Priority Lien Secured Party and Parity Lien Secured Party holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity Lien acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Representative, and as a condition to being treated as ABL Debt Obligations under the ABL/Bond Intercreditor Agreement, that the New Representative is bound by the provisions of the ABL/Bond Intercreditor Agreement, including the provisions relating to the ranking of Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Pari Notes Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Notes Debt or Additional Pari Notes Debt [that constitutes Notes Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Notes Collateral Agent] [Pari Notes Debt Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each current and future Series of Priority Lien Secured Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt Obligations under the Collateral Trust Agreement ABL/Bond Intercreditor Agreement, that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Pari Notes Debt Obligations will be and are secured equally and ratably ratably, by all Parity Pari Notes Debt Liens at any time granted by the Borrower Grantors or any other Grantor to secure any Obligations in respect of any such Series of Parity Lien Notes Debt or Additional Pari Notes Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Lien Notes Debt, and that all such Parity Pari Notes Debt Liens will be enforceable by the Collateral Trustee Pari Notes Debt Agent with respect to such Series of Pari Notes Debt for the benefit of all Parity Lien Secured Party holders of Pari Notes Debt Obligations equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Notes Debt for which the undersigned is acting as Parity Lien Representative Pari Notes Debt Agent are bound by the provisions of this the ABL/Bond Intercreditor Agreement, including the provisions relating to the ranking of Parity Pari Notes Debt Liens and the order of application of proceeds from the enforcement of Parity Pari Notes Debt Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Pari Notes Debt for which the undersigned is acting as Priority Lien Representative are bound Pari Notes Debt Agent appoints the Pari Notes Debt Agent and consents to the terms of the ABL/Bond Intercreditor Agreement and the performance by the provisions of this AgreementPari Notes Collateral Agent of, including and directs the provisions relating Pari Notes Debt Agent to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform perform, its obligations under the Collateral Trust Agreement and the other Security DocumentsABL/Bond Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Junior Lien Debt for which the undersigned is acting as Parity Lien Jxxxxx Xxxx Debt Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority First Lien Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Junior Lien Debt Representative and each other current and future First Lien Secured Party and Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.12 of the Collateral Trust Agreement, all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Junior Lien Debt and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all Junior Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Junior Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Junior Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Lien Debt Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; and (b) the New Representative and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Debt Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens.] [Option B: to be used if Additional Debt is First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Debt Representative hereby agrees, for the enforceable benefit of each current and future Junior Lien Debt Representative, each other existing and future First Lien Debt Representative and each current and future Priority First Lien Secured Party and Parity Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity First Lien Obligations will be and are secured equally and ratably by all Parity First Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, Debt and that all such Parity First Liens will be enforceable by the Collateral Trustee for the benefit of all Parity First Lien Secured Party Parties equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity First Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Parity First Lien Debt Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;; and (b) the New Representative and each holder of Obligations in respect of the Series of Parity First Lien Debt for which the undersigned is acting as Parity First Lien Debt Representative are bound by the provisions of this the Collateral Trust Agreement, including the provisions relating to the ranking of Parity First Liens and the order of application of proceeds from the enforcement of Parity First Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity Lien acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future ABL Agent and Secured Pari Term Loan Debt Representative, and as a condition to being treated as ABL Debt Obligations under the ABL Intercreditor Agreement, that the New Representative is bound by the provisions of the ABL Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Pari Term Loan Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt [that constitutes Term Loan Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Term Loan Agent] [Pari Term Loan Debt Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each current and future Series of Priority Lien Secured Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement ABL Intercreditor Agreement, that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Pari Term Loan Debt Obligations will be and are secured equally and ratably ratably, by all Parity Pari Term Loan Debt Liens at any time granted by the Borrower Initial Grantors or any other Grantor to secure any Obligations in respect of any such Series of Parity Lien Pari Term Loan Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Lien Term Loan Debt, and that all such Parity Pari Term Loan Debt Liens will be enforceable by the Collateral Trustee Pari Term Loan Debt Agent with respect to such Series of Pari Term Loan Debt for the benefit of all Parity Lien Secured Party holders of Pari Term Loan Debt Obligations equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt for which the undersigned is acting as Parity Lien Representative Pari Term Loan Debt Agent are bound by the provisions of this the ABL Intercreditor Agreement, including the provisions relating to the ranking of Parity Pari Term Loan Debt Liens and the order of application of proceeds from the enforcement of Parity Pari Term Loan Debt Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Pari Term Loan Debt for which the undersigned is acting as Priority Lien Representative are bound Pari Term Loan Debt Agent appoints the Pari Term Loan Debt Agent and consents to the terms of the ABL Intercreditor Agreement and the performance by the provisions of this AgreementPari Term Loan Agent of, including and directs the provisions relating Pari Term Loan Debt Agent to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform perform, its obligations under the Collateral Trust Agreement and the other Security DocumentsABL Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.]

Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Third Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Secured Debt, each current and future Priority First Lien Representative, each other current and future Parity the Second Lien Representative Administrative Agent and each current and future Priority First Lien Secured Party, Second Lien Secured Party and Parity Third Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that: (a) as provided by Section 2.9 2.12 of the Collateral Trust Intercreditor Agreement, all Parity Third Lien Obligations will be and are secured equally and ratably by all Parity Third Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Third Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien DebtObligation, and that all such Parity Third Liens will be enforceable by the Collateral Trustee Agent for the benefit of all Parity Third Lien Secured Party Parties equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Third Lien Debt if the Secured Debt Documents in respect thereof prohibit the Trustee from accepting the benefit of a Lien on any particular asset or property or the Trustee otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of Third Lien Debt are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Third Liens and the order of application of proceeds from the enforcement of Third Liens; and (c) the Collateral Agent shall perform its obligations under the Intercreditor Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Second Lien Debt hereby agrees, for the enforceable benefit of all holders of each current and future Series of Parity Secured Debt, each current and future First Lien Representative, the Trustee and each current and future First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Intercreditor Agreement that: (a) as provided by Section 2.12 of the Intercreditor Agreement, all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Second Lien Obligation, whether or not upon property otherwise constituting collateral for such Second Lien Obligation, and that all such Second Liens will be enforceable by the Collateral Agent for the benefit of all Second Lien Secured Parties equally and ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Second Lien Debt if the Secured Debt Documents in respect thereof prohibit the Second Lien Administrative Agent from accepting the benefit of a Lien on any particular asset or property or the Second Lien Administrative Agent otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Bank Product Obligations that are Second Lien Obligations if the Hedge Agreement or agreement giving rise to Bank Product Obligations prohibits the applicable Hedge Provider or Bank Product Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Bank Product Providers otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of Second Lien Debt are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Second Liens and the order of application of proceeds from the enforcement of Second Liens; and (c) the Collateral Agent shall perform its obligations under the Intercreditor Agreement and the other Security Documents. [or] [Option C: to be used if Additional Debt is First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, the Second Lien Administrative Agent, the Trustee, each other existing and future First Lien Representative and each current and future First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Intercreditor Agreement that: (a) as provided by Section 2.12 of the Intercreditor Agreement, without affecting the payment priority set forth in Section 3.4 of the Intercreditor Agreement, all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of First Lien Debt, and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all First Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity First Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity First Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Bank Product Obligations if the Hedge Agreement or agreement giving rise to Bank Product Obligations prohibits the applicable Hedge Provider or Bank Product Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Bank Product Provider otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Parity First Lien Debt for which the undersigned is acting as Parity First Lien Representative are bound by the provisions of this the Intercreditor Agreement, including the provisions relating to the ranking of Parity First Liens and the order of application of proceeds from the enforcement of Parity First Liens; and (c) the Collateral Trustee Agent shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Parity Lien Representative, each other existing and future Priority Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Secured Cash Management Obligations if the related Secured Hedging Agreement or the Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Bank or Cash Management Bank from accepting the benefit of a Lien on any particular asset or property or such Hedge Bank or Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; (b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Intercreditor Agreement and the other Security Documents.]