Common use of Permitted Intercreditor Agreements Clause in Contracts

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, Lenders (which term shall for the purposes of this Section 10.24 include each Issuing Banks Bank) and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under the Term Credit Agreement are, and under any Incremental Equivalent DebtPermitted Term Indebtedness may be, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute Collateral. Each Collateral and that the relative Lien priority and other creditor rights of the Lenders, the Issuing Banks Secured Parties and the other Secured Parties hereby irrevocably authorizes and directs each of secured parties under the Administrative Agent and the Collateral Agent to execute and deliver, Term Credit Agreement (or in each case on behalf respect of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards Permitted Term Indebtedness) will be set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable ABL Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the ABL Intercreditor AgreementsAgreement, including to the subordination of the Liens on the Term Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any the ABL Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any the ABL Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Permitted Incurred Acquisition Indebtedness, any Permitted Ratio Indebtedness, any Acquisition Debt, Permitted Term Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing DebtSubordinated Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the Term Credit Agreement or under any Permitted Incurred Acquisition Indebtedness, any Permitted Ratio Indebtedness, any Permitted Term Indebtedness or any Permitted Subordinated Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties Party acknowledges that obligations of the GP, the Borrower and the Guarantors Subsidiaries under any Incremental Equivalent DebtPermitted Revolving/LC Facility, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Supply & Offtake Agreement or Permitted Junior Priority Refinancing Debt Commodity Hedge Agreement may be secured by Liens on assets of the GP, the Borrower and the Guarantors Subsidiaries that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties Party hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, Party: (i) on the Drop Down Date, the MLP/IDB Intercreditor Agreement; (ii) from time to time upon the request of the Borrower, Borrower in connection with the establishment, incurrence, amendment, refinancing or replacement of any such IndebtednessPermitted Revolving/LC Facility, any applicable secured Permitted Supply & Offtake Agreement, any secured Permitted Commodity Hedge Agreement, a Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the fill in any blanks contained in any Permitted Intercreditor Agreement, or to establish terms and conditions of that are not contained in any such Permitted Intercreditor Agreement as contemplated byit may determine is appropriate, and but subject to any limitations or parameters specified in the provisions ofform thereof attached hereto as Exhibit H); and (iii) in each case, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) . Each of the Lenders, the Issuing Banks and the other Secured Parties Party hereby irrevocably (ia) consents to the treatment of Liens to be provided for under the any Permitted Intercreditor AgreementsAgreement, (iib) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iiic) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 9.11 or in accordance with the terms of any Permitted Intercreditor Agreement and (ivd) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (cb) Each of the Lenders, the Issuing Banks and the other Secured Parties Party hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any request, whether in connection with the establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtPermitted Revolving/LC Facility, any Ratio Indebtednesssecured Permitted Supply & Offtake Agreement or any secured Permitted Commodity Hedge Agreement or otherwise: (i) to give effect to any such establishment, any Acquisition Debtincurrence, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debtamendment, extension, renewal, refinancing or replacement; (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Collateral Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or Parties; (iii) to set forth the relative rights of the parties thereto as to any matter on which such Permitted Intercreditor Agreement is silent; or (iv) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (dc) Each of the Lenders, the Issuing Banks and the other Secured Parties Party hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document or of Section 10.24 of this Agreement to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (ed) Each of the The Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII this Section 9 with respect to all actions taken by it pursuant to this Section 9.11 or in accordance with the terms of any such Permitted Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under the ABL Documents, any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted First Priority Refinancing Debt, any Permitted Equal Second Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt Indebtedness permitted by Section 6.01(a)(xxiv)(1) may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Market Intercreditor Agreement” and “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Indebtedness under the ABL Documents, any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted First Priority Refinancing Debt, any Permitted Equal Second Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, Indebtedness permitted by Section 6.01(a)(xxiv)(1) or (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreementParties. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted ABL Facility Debt, any Permitted Equal Notes Debt in respect of Secured Notes, any Incremental Equivalent/Ratio Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt other Indebtedness permitted by Section 6.01(a) may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, and the Administrative Agent and the Collateral Agent shall execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such IndebtednessIndebtedness that is (A) required or permitted to be subordinated hereunder or pari passu with or, other than with respect to Fixed Asset Priority Collateral, senior to, the Liens securing the Secured Obligations and/or (B) secured by Liens, and with respect to which Indebtedness and/or Liens this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, any applicable subordination, intercreditor, collateral trust and/or similar agreement (and any amendment to the foregoing) constituting an Acceptable Intercreditor Agreement (and any amendment thereto), it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed by the Secured Parties to determine the terms and conditions of any such Acceptable Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), on their behalf and (ii) any documents relating theretodocuments, certificates or other instruments in connection therewith. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 9.17 or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted ABL Facility Debt, any Permitted Equal Priority Refinancing Notes Debt and in respect of Secured Notes, any Incremental Equivalent/Ratio Debt, any Permitted Junior First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt and/or any other Indebtedness permitted to be secured on the basis set forth in the applicable Intercreditor Agreement by Section 6.01(a) or (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreementParties. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section 9.17 or in accordance with the terms of any Intercreditor Agreement to the full extent thereof. (f) Notwithstanding anything to the contrary contained herein or in any other Loan Document (but excluding any Intercreditor Agreement), in the event of any conflict or inconsistency between this Agreement and any other Loan Document (excluding any Intercreditor Agreement), the terms of this Agreement shall govern and control; provided that in the case of any inconsistency between any Intercreditor Agreement and any other Loan Document, the terms of such Intercreditor Agreement shall govern and control. (g) It is understood and agreed that the agreements, authorizations and directions set forth in this Section 9.17 shall apply to the ABL Collateral Agent and/or the Common Collateral Agent, as applicable, to the extent necessary to give effect to the collateral agency and intercreditor arrangements described in Article VIII hereof, and including as set forth in any applicable Acceptable Intercreditor Agreement. The Administrative Agent and Collateral Agent hereby agree to provide such directions as are necessary or desirable to effectuate the foregoing agreements, authorizations and directions, and the Secured Parties agree that the ABL Collateral Agent and/or Common Collateral Agent, as applicable, shall in all cases be entitled to rely on any such direction.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted First Priority Refinancing Debt, any Permitted Equal Second Priority Refinancing Debt Debt, any Ratio Indebtedness and any Permitted Junior Priority Refinancing Debt of the foregoing may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent Agents and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Market Intercreditor Agreement (it being understood that each of the Administrative Agent Agents and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Market Intercreditor Agreement” and “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the any Administrative Agent or the Collateral Agent as a result of any action taken by the such Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent Agents and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent Agents and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted First Priority Refinancing Debt, any Permitted Equal Second Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, Ratio Indebtedness or (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent Agents or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreementParties. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent Agents and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent Agents and the Collateral Agent shall have the benefit of the provisions of Article VIII Section 8.01 with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower Credit Parties under the First Lien Credit Agreement and the Guarantors Second Lien Credit Agreement are, and under any Incremental Equivalent Debt, any Ratio other Permitted First Lien Indebtedness, any Acquisition Debtother Permitted Second Lien Indebtedness, any Permitted Equal Priority Credit Agreement Refinancing Debt and Indebtedness or any Permitted Junior Priority Refinancing Debt Incremental Equivalent Indebtedness may be be, secured by Liens on assets of the Borrower Credit Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the Guarantors that constitute Collateralsecured parties under the First Lien Credit Agreement and the Second Lien Credit Agreement will be set forth in the Intercreditor Agreement, and the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any other Permitted First Lien Indebtedness, any other Permitted Second Lien Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, Lenders and the Issuing Banks other Secured Parties hereby acknowledges that it has received a copy of the Intercreditor Agreement and the 1L/2L Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments(i) on the Closing Date, supplements or other modifications of any the Intercreditor Agreement, the 1L/2L Intercreditor Agreement that the Borrower may and any documents relating thereto and (ii) from time to time upon the request (i) to give effect to any of the Borrower, in connection with the establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Permitted First Lien Indebtedness, any Acquisition DebtPermitted Second Lien Indebtedness, any Permitted Equal Priority Credit Agreement Refinancing Debt and Indebtedness or any Permitted Junior Priority Refinancing DebtIncremental Equivalent Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of it being understood that the Administrative Agent and the Collateral Agent are hereby authorized and directed to execute determine the terms and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications conditions of any Security Document to add or remove any legend that may be required pursuant to any such Permitted Intercreditor Agreement as contemplated by the definition of the terms “1L/2L Intercreditor Agreement”, “Intercreditor Agreement”, “Junior Lien Intercreditor Agreement” and “Pari Passu Intercreditor Agreement”) and any documents relating thereto. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, Lenders (which term shall for the purposes of this Section 10.24 include each Issuing Banks Bank) and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under the Term Credit Agreement are, and under any Incremental Equivalent DebtPermitted Term Indebtedness may be, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute Collateral. Each Collateral and that the relative Lien priority and other creditor rights of the Lenders, the Issuing Banks Secured Parties and the other Secured Parties hereby irrevocably authorizes and directs each of secured parties under the Administrative Agent and the Collateral Agent to execute and deliver, Term Credit Agreement (or in each case on behalf respect of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards Permitted Term Indebtedness) will be set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable DIP ABL Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the DIP ABL Intercreditor AgreementsAgreement, including to the subordination of the Liens on the Term Priority Collateral securing the Obligations on the terms set forth in the DIP ABL Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any the DIP ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any the DIP ABL Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any the DIP ABL Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the DIP ABL Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition DebtObligations, any Permitted Equal Priority Refinancing Debt and Term Indebtedness or any Permitted Junior Priority Refinancing DebtSubordinated Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement.. 192 (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the Term Credit Agreement or under any Permitted Term Indebtedness or any Permitted Subordinated Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of Holdings, the Borrower and the Guarantors Guarantor Subsidiaries under the ABL Credit Agreement are, and under any Incremental Equivalent Debt, other Permitted Revolving Indebtedness and any Ratio Permitted Credit Agreement Refinancing Indebtedness, any Acquisition DebtPermitted Incremental Equivalent/Ratio Indebtedness or Permitted General Lien Indebtedness may be, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of Holdings, the Borrower and the Guarantors Guarantor Subsidiaries that constitute CollateralCollateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under the ABL Credit Agreement (or in respect of such other Permitted Revolving Indebtedness) will be set forth in the ABL Intercreditor Agreement, and the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent/Ratio Indebtedness or Permitted General Lien Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, Lenders hereby acknowledges that it has received a copy of the Issuing Banks ABL Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) on the Closing Date, the ABL Intercreditor Agreement and any documents relating thereto and (ii) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Revolving Indebtedness, any applicable Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent/Ratio Indebtedness or any Permitted General Lien Indebtedness, any Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Junior Lien Intercreditor Agreement” and “Pari Passu Intercreditor Agreement”), ) and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Permitted Intercreditor Agreement, including to the subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement or any Permitted Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Ratio Permitted Revolving Indebtedness, any Acquisition DebtPermitted Credit Agreement Refinancing Indebtedness, any Permitted Equal Priority Refinancing Debt and Incremental Equivalent/Ratio Indebtedness or any Permitted Junior Priority Refinancing DebtGeneral Lien Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the ABL Credit Agreement or under any other Permitted Revolving Indebtedness or any Permitted Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent/Ratio Indebtedness or Permitted General Lien Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under the ABL Credit Agreement are, and under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any other Permitted Equal Priority Refinancing Debt Revolving Indebtedness and any Permitted Junior Priority Credit Agreement Refinancing Debt Indebtedness or any Permitted Incremental Equivalent Indebtedness may be be, secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute CollateralCollateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under the ABL Credit Agreement (or in respect of such other Permitted Revolving Indebtedness) will be set forth in the ABL Intercreditor Agreement, and the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, Lenders hereby acknowledges that it has received a copy of the Issuing Banks ABL Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) on the Closing Date, the ABL Intercreditor Agreement and any documents relating thereto and (ii) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Revolving Indebtedness, any applicable Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness, any Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Junior Lien Intercreditor Agreement” and “Pari Passu Intercreditor Agreement”), ) and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Permitted Intercreditor Agreement, including to the subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement or any Pari Passu Lien Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Ratio Permitted Revolving Indebtedness, any Acquisition Debt, Permitted Credit Agreement Refinancing Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing DebtIncremental Equivalent Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the ABL Credit Agreement or under any other Permitted Revolving Indebtedness or any Permitted Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties Party acknowledges that obligations of the Borrower and the Guarantors Restricted Subsidiaries under any Incremental Equivalent DebtPermitted Revolving/LC Facility, any Ratio IndebtednessPermitted Supply & Offtake Agreement, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Commodity Hedge Agreement or Permitted Junior Priority Refinancing Debt Other Indebtedness may be secured by Liens on assets of the Borrower and the Guarantors Restricted Subsidiaries that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties Party hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, Party: (i) on the Closing Date, the Existing IDB Intercreditor Agreement, a Permitted Intercreditor Agreement with X. Xxxx in respect of the Permitted Supply & Offtake Agreement for the California Refineries and a Consent and Agreement with X. Xxxx in respect of the Existing X. Xxxx Supply & Offtake Agreements; (ii) from time to time upon the request of the Borrower, Borrower in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Revolving/LC Facility, any secured Permitted Supply & Offtake Agreement, any secured Permitted Commodity Hedge Agreement or any secured Permitted Other Indebtedness, any applicable a Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed (A) to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of such term and (B) in the terms “case of any Permitted Intercreditor Agreement referred to in clause (b) of the definition of such term, to fill in any blanks contained in any Permitted Intercreditor Agreement”, or to establish terms that are not contained in any Permitted Intercreditor Agreement as it may determine is appropriate, but subject to any limitations or parameters specified in the form thereof attached hereto as Exhibit L); and (iii) in each case, and (ii) any documents relating thereto. (b) . [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] Each of the Lenders, the Issuing Banks and the other Secured Parties Party hereby irrevocably (ia) consents to the treatment of Liens to be provided for under the any Permitted Intercreditor AgreementsAgreement, (iib) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iiic) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 9.11 or in accordance with the terms of any Permitted Intercreditor Agreement and (ivd) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (cb) Each of the Lenders, the Issuing Banks and the other Secured Parties Party hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any request, whether in connection with the establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtPermitted Revolving/LC Facility, any Ratio Indebtednesssecured Permitted Supply & Offtake Agreement, any Acquisition Debtsecured Permitted Commodity Hedge Agreement, any secured Permitted Equal Priority Refinancing Debt and Other Indebtedness or otherwise: (i) to give effect to any Permitted Junior Priority Refinancing Debtsuch establishment, incurrence, amendment, extension, renewal, refinancing or replacement; (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Collateral Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or Parties; (iii) to set forth the relative rights of the parties thereto as to any matter on which such Permitted Intercreditor Agreement is silent; or (iv) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (dc) Each of the Lenders, the Issuing Banks and the other Secured Parties Party hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document or of Section 10.24 of this Agreement to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (ed) Each of the The Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII this Section 9 with respect to all actions taken by it pursuant to this Section 9.11 or in accordance with the terms of any such Permitted Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted ABL Facility Debt, any Permitted Equal Notes Debt in respect of Secured Notes, any Incremental Equivalent/Ratio Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt other Indebtedness permitted by Section 6.01(a) may be secured by Liens Xxxxx on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, and the Administrative Agent and the Collateral Agent shall execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such IndebtednessIndebtedness that is (A) required or permitted to be subordinated hereunder or pari passu with or, other than with respect to Fixed Asset Priority Collateral, senior to, the Liens securing the Secured Obligations and/or (B) secured by Liens, and with respect to which Indebtedness and/or Liens this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, any applicable subordination, intercreditor, collateral trust and/or similar agreement (and any amendment to the foregoing) constituting an Acceptable Intercreditor Agreement (and any amendment thereto), it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed by the Secured Parties to determine the terms and conditions of any such Acceptable Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), on their behalf and (ii) any documents relating theretodocuments, certificates or other instruments in connection therewith. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 9.17 or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted ABL Facility Debt, any Permitted Equal Priority Refinancing Notes Debt and in respect of Secured Notes, any Incremental Equivalent/Ratio Debt, any Permitted Junior First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt and/or any other Indebtedness permitted to be secured on the basis set forth in the applicable Intercreditor Agreement by Section 6.01(a) or (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreementParties. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section 9.17 or in accordance with the terms of any Intercreditor Agreement to the full extent thereof. (f) Notwithstanding anything to the contrary contained herein or in any other Loan Document (but excluding any Intercreditor Agreement), in the event of any conflict or inconsistency between this Agreement and any other Loan Document (excluding any Intercreditor Agreement), the terms of this Agreement shall govern and control; provided that in the case of any inconsistency between any Intercreditor Agreement and any other Loan Document, the terms of such Intercreditor Agreement shall govern and control. (g) It is understood and agreed that the agreements, authorizations and directions set forth in this Section 9.17 shall apply to the ABL Collateral Agent and/or the Common Collateral Agent, as applicable, to the extent necessary to give effect to the collateral agency and intercreditor arrangements described in Article VIII hereof, and including as set forth in any applicable Acceptable Intercreditor Agreement. The Administrative Agent and Collateral Agent hereby agree to provide such directions as are necessary or desirable to effectuate the foregoing agreements, authorizations and directions, and the Secured Parties agree that the ABL Collateral Agent and/or Common Collateral Agent, as applicable, shall in all cases be entitled to rely on any such direction.

Permitted Intercreditor Agreements. (a) i. Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted Senior Priority Refinancing Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt and any Indebtedness permitted by Section 6.01(a)(xix) may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms term “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) ii. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the any Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any such Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) iii. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of to any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Indebtedness under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted Senior Priority Refinancing Debt, any Permitted Equal Junior Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, Indebtedness permitted by Section 6.01(a)(xix) or (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreementParties. (d) iv. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) v. Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower Credit Parties under the Second Lien Credit Agreement are, and the Guarantors under any Incremental Equivalent Debt, any Ratio other Permitted Second Lien Indebtedness, any Acquisition Debt, Permitted Credit Agreement Refinancing Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt Incremental Equivalent Indebtedness may be be, secured by Liens on assets of the Borrower Credit Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the Guarantors that constitute Collateralsecured parties under the Second Lien Credit Agreement will be set forth in the Intercreditor Agreement, and the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any other Permitted Second Lien Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, Lenders and the Issuing Banks other Secured Parties hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) on the Closing Date, the Intercreditor Agreement and any documents relating thereto and (ii) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Second Lien Indebtedness, any applicable Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness, any Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Intercreditor Agreement”), “Junior Lien Intercreditor Agreement” and (ii“Pari Passu Intercreditor Agreement”) and any documents relating thereto. (ba) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the any Permitted Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of any Permitted Intercreditor Agreement. (cb) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Ratio Permitted Second Lien Indebtedness, any Acquisition Debt, Permitted Credit Agreement Refinancing Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing DebtIncremental Equivalent Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (dc) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (ed) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (e) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the Second Lien Credit Documents or under any other Permitted Second Lien Indebtedness Documents, any Permitted Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties holders of the Obligations acknowledges that obligations of the Borrower and the Guarantors other Loan Parties under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt certain permitted Indebtedness may be secured by Liens on assets and property of the Borrower and the Guarantors other Loan Parties that constitute CollateralCollateral and that the relative Lien priority and other creditor rights of the Lenders and the other holders of the Obligations and the secured parties under any such permitted Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement or an intercreditor agreement in respect of a Permitted Receivables Financing as contemplated by Section 11.20. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties holders of the Obligations hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party the Lenders and the other holders of the Obligations and without any further consent, authorization or other action by any such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”Person, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such permitted Indebtedness, any applicable Permitted Intercreditor Agreement or any intercreditor agreement contemplated by Section 11.20 (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement or other intercreditor agreement as contemplated by, and subject to the provisions of, by the definition of the terms term “Permitted Intercreditor Agreement”)” or Section 11.20, as applicable) and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties holders of the Obligations hereby irrevocably (i) consents to the treatment of Liens to be provided for under the any Permitted Intercreditor AgreementsAgreement or any intercreditor agreement contemplated by Section 11.20, (ii) agrees that, upon the execution and delivery thereof, such Secured Party Lender or other holder of the Obligations will be bound by the provisions of any Permitted Intercreditor Agreement or any intercreditor agreement contemplated by Section 11.20 as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor AgreementAgreement or any intercreditor agreement contemplated by Section 11.20, (iii) agrees that no Secured Party such Lender or other holder of the Obligations shall not have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 11.23 or in accordance with the terms of any Permitted Intercreditor Agreement and or any intercreditor agreement contemplated by Section 11.20, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of any Permitted Intercreditor Agreement or any intercreditor agreement contemplated by Section 11.20. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties holders of the Obligations hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party Lender or other holder of the Obligations and without any further consent, authorization or other action by such Secured PartyPerson, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement or any intercreditor agreement contemplated by Section 11.20 that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Obligations or such other permitted Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, (ii) to confirm for any party that such Permitted Intercreditor Agreement or such intercreditor agreement contemplated by Section 11.20 is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties Lenders and the other holders of the Obligations or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement or an intercreditor agreement contemplated by Section 11.20 if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties holders of the Obligations hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party Lender or other holder of the Obligations and without any further consent, authorization or other action by such Secured PartyPerson, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor AgreementAgreement or any intercreditor agreement contemplated by Section 11.20. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII X and Section 11.04 with respect to all actions taken by it pursuant to this Section 11.23 or in accordance with the terms of any Permitted Intercreditor Agreement or any intercreditor agreement contemplated by Section 11.20 to the full extent thereof. (f) The provisions of this Section 11.23 are intended as an inducement to the secured parties under any Indebtedness permitted hereunder to be secured on a pari passu basis with, or on a junior basis to, the Obligations or under any Permitted Receivables Financing to extend credit to the Borrower or its applicable Subsidiaries thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under the ABL Credit Agreement are, and under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any other Permitted Equal Priority Refinancing Debt Revolving Indebtedness and any Permitted Junior Priority Credit Agreement Refinancing Debt Indebtedness or any Permitted Incremental Equivalent Indebtedness may be be, secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute CollateralCollateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under the ABL Credit Agreement (or in respect of such other Permitted Revolving Indebtedness) will be set forth in the ABL Intercreditor Agreement, and the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, Lenders hereby acknowledges that it has received a copy of the Issuing Banks ABL Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) on the Closing Date, the ABL Intercreditor Agreement and any documents relating thereto and (ii) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Incurred Acquisition Indebtedness, any applicable Permitted Revolving Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness, any Permitted Ratio Indebtedness or any Permitted Subordinated Indebtedness, any Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Junior Lien Intercreditor Agreement”), “Pari Passu Intercreditor Agreement” and (ii“Permitted Subordination Agreement”) and any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Permitted Intercreditor Agreement, including to the subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement or any Pari Passu Lien Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Ratio Permitted Incurred Acquisition Indebtedness, any Acquisition DebtPermitted Revolving Indebtedness, any Permitted Equal Priority Credit Agreement Refinancing Debt and Indebtedness, any Permitted Junior Priority Refinancing DebtIncremental Equivalent Indebtedness, any Permitted Ratio Indebtedness or any Permitted Subordinated Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the ABL Credit Agreement or under any other Permitted Revolving Indebtedness or any Permitted Incurred Acquisition Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness, any Permitted Ratio Indebtedness or any Permitted Subordinated Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt Indebtedness may be secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute CollateralCollateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”Party, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness, any applicable Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Junior Lien Intercreditor Agreement” and “Pari Passu Intercreditor Agreement”), ) and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the any Permitted Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of any Permitted Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition DebtObligations, any Permitted Equal Priority Credit Agreement Refinancing Debt and Indebtedness or any Permitted Junior Priority Refinancing DebtIncremental Equivalent Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under any Permitted Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debtthe ABL Credit Documents, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt the Senior Secured Convertible Notes Documents and any Permitted Junior Priority Refinancing Debt Indebtedness permitted by Sections 6.01(a)(xii) and 6.01(a)(xvi) may be secured by Liens on assets of the Borrower and the Guarantors that constitute CollateralCollateral to the extent otherwise permitted under this Agreement. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and (other than direction from the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeRequired Lenders contemplated below), (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is shall be acting pursuant to direction of Required Lenders, and Required Lenders are hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent Agent, acting at the direction of the Required Lenders, to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured PartyParty (other than the Required Lender direction referred to above), any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtIndebtedness under the ABL Credit Documents, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt the Senior Secured Documents and any Permitted Junior Priority Refinancing DebtIndebtedness permitted by Sections 6.01(a)(xii) and 6.01(a)(xvi), to the extent the foregoing is otherwise permitted under this Agreement, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement.. 143 (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof. (f) The parties hereto acknowledge and agree that notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Administrative Agent and the Collateral Agent may rely conclusively as to any of the matters described in Section 9.15 and this Section 9.17 (including as to its authority hereunder), on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon request.

Permitted Intercreditor Agreements. (a) Each of the Lenders, Lenders (which term shall for the purposes of this Section 10.24 include each Issuing Banks Bank) and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under the Term Credit Agreement are, and under any Incremental Equivalent DebtPermitted Term Indebtedness may be, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute Collateral. Each Collateral and that the relative Lien priority and other creditor rights of the Lenders, the Issuing Banks Secured Parties and the other Secured Parties hereby irrevocably authorizes and directs each of secured parties under the Administrative Agent and the Collateral Agent to execute and deliver, Term Credit Agreement (or in each case on behalf respect of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards Permitted Term Indebtedness) will be set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable ABL Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto.. DMFIRM #406105327 v12 258 (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the ABL Intercreditor AgreementsAgreement, including to the subordination of the Liens on the Term Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any the ABL Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any the ABL Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Permitted Incurred Acquisition Indebtedness, any Permitted Ratio Indebtedness, any Acquisition Debt, Permitted Term Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing DebtSubordinated Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. DMFIRM #406105327 v12 259 (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the Term Credit Agreement or under any Permitted Incurred Acquisition Indebtedness, any Permitted Ratio Indebtedness, any Permitted Term Indebtedness or any Permitted Subordinated Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower Credit Parties under the First Lien Credit Agreement are, and the Guarantors under any Incremental Equivalent Debt, any Ratio other Permitted Section 6.1(e) Indebtedness, any Acquisition Debt, Permitted Credit Agreement Refinancing Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt Incremental Equivalent Indebtedness may be be, secured by Liens on assets of the Borrower Credit Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the Guarantors that constitute Collateralsecured parties under the First Lien Credit Agreement will be set forth in the Intercreditor Agreement, and the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any other Permitted Section 6.1(e) Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, Lenders and the Issuing Banks other Secured Parties hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) on the Closing Date, the Intercreditor Agreement and any documents relating thereto and (ii) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Section 6.1(e) Indebtedness, any applicable Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness, any Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Intercreditor Agreement”), “Junior Lien Intercreditor Agreement”, “Pari Passu Intercreditor Agreement” and (ii“Senior Lien Intercreditor Agreement”) and any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the any Permitted Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of any Permitted Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Ratio Permitted Section 6.1(e) Indebtedness, any Acquisition Debt, Permitted Credit Agreement Refinancing Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing DebtIncremental Equivalent Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the First Lien Credit Documents or under any other Permitted Section 6.1(e) Indebtedness Documents, any Permitted Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, Lenders (which term shall for the purposes of this Section 10.24 include each Issuing Banks Bank) and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under the Term Credit Agreement are, and under any Incremental Equivalent DebtPermitted Term Indebtedness may be, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute Collateral. Each Collateral and that the relative Lien priority and other creditor rights of the Lenders, the Issuing Banks Secured Parties and the other Secured Parties hereby irrevocably authorizes and directs each of secured parties under the Administrative Agent and the Collateral Agent to execute and deliver, Term Credit Agreement (or in each case on behalf respect of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards Permitted Term Indebtedness) will be set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable ABL Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the ABL Intercreditor AgreementsAgreement, including to the subordination of the Liens on the Term Priority DMFIRM #406105327 v2 221 Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any the ABL Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any the ABL Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Permitted Incurred Acquisition Indebtedness, any Permitted Ratio Indebtedness, any Acquisition Debt, Permitted Term Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing DebtSubordinated Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the Term Credit Agreement or under any Permitted Incurred Acquisition Indebtedness, any Permitted Ratio Indebtedness, any Permitted Term Indebtedness or any Permitted Subordinated Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements,”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. . 252 #97964454v4 #97964454v11 (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII 8VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debtthe ABL Credit Documents, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt the Senior Secured Convertible Notes Documents and any Permitted Junior Priority Refinancing Debt Indebtedness permitted by Sections 6.01(a)(xii) and 6.01(a)(xvi) may be secured by Liens on assets of the Borrower and the Guarantors that constitute CollateralCollateral to the extent otherwise permitted under this Agreement. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and (other than direction from the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeRequired Lenders contemplated below), (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is shall be acting pursuant to direction of Required Lenders, and Required Lenders are hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent Agent, acting at the direction of the Required Lenders, to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured PartyParty (other than the Required Lender direction referred to above), any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtIndebtedness under the ABL Credit Documents, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt the Senior Secured Documents and any Permitted Junior Priority Refinancing DebtIndebtedness permitted by Sections 6.01(a)(xii) and 6.01(a)(xvi), to the extent the foregoing is otherwise permitted under this Agreement, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof. (f) The parties hereto acknowledge and agree that notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Administrative Agent and the Collateral Agent may rely conclusively as to any of the matters described in Section 9.15 and this Section 9.17 (including as to its authority hereunder), on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon request.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower Borrowers and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted First Lien Facilities Debt, any Permitted Equal Priority Refinancing Notes Debt in respect of Secured Notes, any Incremental Equivalent/Ratio Debt, and any Permitted Junior Priority Refinancing Debt other Indebtedness permitted by Section 6.01(a) may be secured by Liens on assets of the Borrower Borrowers and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, and the Administrative Agent and the Collateral Agent shall execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) from time to time upon the request of the Lead Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such IndebtednessIndebtedness that is (A) required or permitted to be subordinated hereunder or pari passu with or, other than with respect to ABL Priority Collateral, senior to, the Liens securing the Secured Obligations and/or (B) secured by Xxxxx, and with respect to which Indebtedness and/or Liens this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, any applicable subordination, intercreditor, collateral trust and/or similar agreement (and any amendment to the foregoing) constituting an Acceptable Intercreditor Agreement (and any amendment thereto), it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed by the Secured Parties to determine the terms and conditions of any such Acceptable Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), on their behalf and (ii) any documents relating theretodocuments, certificates or other instruments in connection therewith. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 9.17 or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Lead Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted First Lien Facilities Debt, any Permitted Equal Priority Refinancing Notes Debt in respect of Secured Notes and any Permitted Junior Priority Refinancing Debt, secured Incremental Equivalent/Ratio Debt and/or any other Indebtedness permitted to be secured on the basis set forth in the applicable Intercreditor Agreement by Section 6.01(a) or (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreementParties. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section 9.17 or in accordance with the terms of any Intercreditor Agreement to the full extent thereof. (f) Notwithstanding anything to the contrary contained herein or in any other Loan Document (but excluding any Intercreditor Agreement), in the event of any conflict or inconsistency between this Agreement and any other Loan Document (excluding any Intercreditor Agreement), the terms of this Agreement shall govern and control; provided that in the case of any inconsistency between any Intercreditor Agreement and any other Loan Document, the terms of such Intercreditor Agreement shall govern and control. (g) It is understood and agreed that the agreements, authorizations and directions set forth in this Section 9.17 shall apply to the Collateral Agent and/or the First Lien Collateral Agent and/or Common Collateral Agent, as applicable, to the extent necessary to give effect to the collateral agency and intercreditor arrangements described in Article VIII hereof. The Administrative Agent and Collateral Agent hereby agree to provide such directions as necessary or desirable to effectuate the foregoing agreements, authorizations and directions, and the Secured Parties agree that the Collateral Agent and/or the First Lien Collateral Agent (including, if applicable, the Common Collateral Agent) shall in all cases be entitled to rely on any such direction.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, ,” as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII 8 with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted Senior Priority Refinancing Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt and any Indebtedness permitted by Section 6.01(a)(xxiv) may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms term “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the any Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any such Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Indebtedness under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted Senior Priority Refinancing Debt, any Permitted Equal Junior Priority Refinancing Debt and any Permitted Junior Priority Refinancing DebtIndebtedness permitted by Section 6.01(a)(xxiv), (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Market Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of Notwithstanding anything to the Lenderscontrary herein, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and granted to the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party under this Agreement and the Administrative Agent exercise of the rights and remedies of the Collateral Agent agree (hereunder and under any of the other Collateral Documents are subject to the extent consistent with provisions of the standards set forth Intercreditor Agreement and any other Permitted Intercreditor Agreement then in effect. Notwithstanding anything to the definition of “Intercreditor Agreements”contrary herein, as applicable) the Collateral Agent acknowledges and agrees that no Grantor shall be required to so execute, (i) take or refrain from time to time upon taking any action at the request of the Borrower, in connection Collateral Agent with respect to the Collateral if such action or inaction would be inconsistent with the establishment, incurrence, amendment, refinancing or replacement terms of any such Indebtedness, any applicable Permitted Intercreditor Agreement (it being understood that each then in effect. In the event of any conflict or inconsistency between the provisions of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated byor any other Permitted Intercreditor Agreement then in effect and this Agreement, and subject to the provisions of, the definition of the terms “Intercreditor Agreement or such other Permitted Intercreditor Agreement”), and (ii) any documents relating theretoas applicable, shall control. (b) Each Notwithstanding anything to the contrary herein but subject to any Permitted Intercreditor Agreement then in effect, in the event that any Permitted Section 6.1(e) Indebtedness Document or any other credit agreement, indenture or other agreement or instrument evidencing or governing the rights of the Lendersholders of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness provides for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Collateral under this Agreement or any other Credit Document, the Issuing Banks and the other Secured Parties hereby irrevocably such Grantor shall (i) consents promptly grant a security interest in or pledge such assets to secure the treatment of Liens to be provided for under the Intercreditor AgreementsSecured Obligations, (ii) agrees thatpromptly take any actions necessary to perfect such security interest or pledge to the extent set forth in such Permitted Section 6.1(e) Indebtedness Document or such other credit agreement, upon indenture or other agreement or instrument evidencing or governing the execution and delivery thereof, such Secured Party will be bound by rights of the provisions holders of any Intercreditor Permitted Credit Agreement as if it were a signatory thereto Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or take all other steps reasonably requested by the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance connection with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentforegoing. (c) Each Nothing contained in any Permitted Intercreditor Agreement shall be deemed to modify any of the Lendersprovisions of this Agreement, which, as among the Issuing Banks Grantors and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to shall remain in full force and effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereofits terms.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt Indebtedness may be secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute CollateralCollateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”Party, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness (including any Permitted Versum Existing Credit Agreement Indebtedness), any applicable Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Junior Lien Intercreditor Agreement” and “Pari Passu Intercreditor Agreement”), ) and (ii) any documents relating thereto. (ba) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the any Permitted Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of any Permitted Intercreditor Agreement. (cb) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition DebtObligations, any Permitted Equal Priority Credit Agreement Refinancing Debt and Indebtedness or any Permitted Junior Priority Refinancing DebtIncremental Equivalent Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (dc) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (ed) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (e) The provisions of this Section 10.24 are intended as an inducement to the secured parties under any Permitted Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt Indebtedness may be secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute CollateralCollateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time upon the request (i) to give effect to any of the Borrower, in connection with the establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of it being understood that the Administrative Agent and the Collateral Agent are hereby authorized and directed to execute determine the terms and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications conditions of any Security Document to add or remove any legend that may be required pursuant to any such Permitted Intercreditor Agreement as contemplated by the definition of the terms “Junior Lien Intercreditor Agreement” and “Pari Passu Intercreditor Agreement”) and any documents relating thereto. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower Credit Parties under the Second Lien Credit Agreement are, and the Guarantors under any Incremental Equivalent Debt, any Ratio other Permitted Second Lien Indebtedness, any Acquisition Debt, Permitted Credit Agreement Refinancing Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt Incremental Equivalent Indebtedness may be be, secured by Liens on assets of the Borrower Credit Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the Guarantors secured parties under the Second Lien Credit Agreement will be set forth in the Intercreditor Agreement, that constitute Collateralthe relative Lien priority and other creditor rights of the Secured Parties and the secured parties under the Bridge Credit Agreement will be set forth in the Bridge Intercreditor Agreement and the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any other Permitted Second Lien Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, Lenders and the Issuing Banks other Secured Parties hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) on the Closing Date, the Intercreditor Agreement and any documents relating thereto and, (ii) on the Amendment No. 1 Effective Date, the Bridge Intercreditor Agreement and (iii) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Second Lien Indebtedness, any applicable Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness, any Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Intercreditor Agreement”), “Bridge Intercreditor Agreement”, “Junior Lien Intercreditor Agreement” and (ii“Pari Passu Intercreditor Agreement”) and any documents relating thereto. (ba) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the any Permitted Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of any Permitted Intercreditor Agreement. (cb) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Ratio Permitted Second Lien Indebtedness, any Acquisition Debt, Permitted Credit Agreement Refinancing Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing DebtIncremental Equivalent Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (dc) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (ed) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (e) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the Second Lien Credit Documents or under any other Permitted Second Lien Indebtedness Documents, any Permitted Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Credit Parties under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt Indebtedness may be secured by Liens on assets of the Borrower Credit Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the Guarantors that constitute Collateralsecured parties under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the General Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”Party, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness, any applicable Permitted Intercreditor Agreement (it being understood that each of the General Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Junior Lien Intercreditor Agreement” and “Pari Passu Intercreditor Agreement”), ) and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the any Permitted Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral any Agent as a result of any action taken by the Administrative Agent or the Collateral such Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent Agents to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Agents to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of any Permitted Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the General Administrative Agent and the Collateral Agent Applicable Facility Agents to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Specified Agents (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition DebtObligations, any Permitted Equal Priority Credit Agreement Refinancing Debt and Indebtedness or any Permitted Junior Priority Refinancing DebtIncremental Equivalent Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, Agents on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the General Administrative Agent, the Collateral Agent and the Collateral Agent Applicable Facility Agents to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under any Permitted Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each 3.Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower Company and the Guarantors other Loan Parties under any Incremental Equivalent Debtthe ABL Indebtedness and, any Ratio Indebtedness, any Acquisition Debtupon incurrence thereof, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may Non-ABL Indebtedness will be secured by Liens on assets of the Borrower Company and the Guarantors other Loan Parties that constitute Collateral, and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties in respect of the ABL Indebtedness and Permitted Non-ABL Indebtedness will be set forth in an applicable Permitted Intercreditor Agreement. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) from time to time upon the request of the BorrowerCompany, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such ABL Indebtedness (or any commitments in respect thereof) or any Permitted Non-ABL Indebtedness, any applicable Permitted Intercreditor Agreement (it being understood and agreed [[NYCORP:3579392v15:3140D: 02/08/2016--09:30 AM]] #88125723v1 that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any each such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “ABL Intercreditor Agreement” and “Permitted Non-ABL Intercreditor Agreement”), and that notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any loss, cost or expense suffered by any Lender or any other Secured Party, or by any Loan Party, as a result of, any such determination) and (ii) any documents relating thereto. (ba) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment relative priority (including, if applicable, subordination) of the Liens to be provided for under on the Collateral securing the Secured Obligations on the terms set forth in each Permitted Intercreditor AgreementsAgreement, (ii) agrees that, effective upon its becoming a Secured Party in the case of the ABL Intercreditor Agreement referred to in clause (a) of the definition of such term and upon the execution and delivery thereofthereof in the case of each other Permitted Intercreditor Agreement, such Secured Party will be bound by the provisions of any each Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreementthereof, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Permitted Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (cb) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any each Permitted Intercreditor Agreement that the Borrower Company may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of and ABL Indebtedness (or any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, commitments in respect thereof) or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing DebtNon-ABL Indebtedness, (ii) to confirm for any party that such a Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (dc) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (ed) Each of the Administrative Agent Lenders and the Collateral other Secured Parties acknowledges and agrees that JPMorgan Chase Bank, N.A., or one or more of its Affiliates may (but is not obligated to) act as administrative agent, collateral agent or a similar representative for the [[NYCORP:3579392v15:3140D: 02/08/2016--09:30 AM]] #88125723v1 holders of any ABL Indebtedness or any Permitted Non-ABL Indebtedness and, in such capacity, may be a party to any Permitted Intercreditor Agreement. Each of the Lenders and the other Secured Parties waives any conflict of interest in connection therewith and agrees not to assert against JPMorgan Chase Bank, N.A. or any of its Affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. (e) The Administrative Agent shall have the benefit of the provisions of Article VIII and Section 9.03 with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Section 9.19.

Permitted Intercreditor Agreements. (a) Each of the Lenders, Lenders (which term shall for the purposes of this Section 10.24 include each Issuing Banks Bank) and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under the Term Credit Agreement are, and under any Incremental Equivalent DebtPermitted Term Indebtedness may be, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute Collateral. Each Collateral and that the relative Lien priority and other creditor rights of the Lenders, the Issuing Banks Secured Parties and the other Secured Parties hereby irrevocably authorizes and directs each of secured parties under the Administrative Agent and the Collateral Agent to execute and deliver, Term Credit Agreement (or in each case on behalf respect of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards Permitted Term Indebtedness) will be set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable DIP ABL Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the DIP ABL Intercreditor AgreementsAgreement, including to the subordination of the Liens on the Term Priority Collateral securing the Obligations on the terms set forth in the DIP ABL Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any the DIP ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any the DIP ABL Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any the DIP ABL Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the DIP ABL Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition DebtObligations, any Permitted Equal Priority Refinancing Debt and Term Indebtedness or any Permitted Junior Priority Refinancing DebtSubordinated Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the Term Credit Agreement or under any Permitted Term Indebtedness or any Permitted Subordinated Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, Lenders (which term shall for the purposes of this Section 10.24 include each Issuing Banks Bank) and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under the Term Credit Agreement are, and under any Incremental Equivalent DebtPermitted Term Indebtedness may be, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute Collateral. Each Collateral and that the relative Lien priority and other creditor rights of the Lenders, the Issuing Banks Secured Parties and the other Secured Parties hereby irrevocably authorizes and directs each of secured parties under the Administrative Agent and the Collateral Agent to execute and deliver, Term Credit Agreement (or in each case on behalf respect of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards Permitted Term Indebtedness) will be set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable ABL Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the ABL Intercreditor AgreementsAgreement, including to the subordination of the Liens on the Term Priority Collateral securing the Obligations on the terms set forth in the ABL ​ ​ Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any the ABL Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any the ABL Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Permitted Incurred Acquisition Indebtedness, any Permitted Ratio Indebtedness, any Acquisition Debt, Permitted Term Indebtedness or any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing DebtSubordinated Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the Term Credit Agreement or under any Permitted Incurred Acquisition Indebtedness, any Permitted Ratio Indebtedness, any ​ ​ Permitted Term Indebtedness or any Permitted Subordinated Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement.211 US-DOCS\115047431.4127573765.6 (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower Borrowers and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted First Lien Facilities Debt, any Permitted Equal Priority Refinancing Notes Debt in respect of Secured Notes, any Incremental Equivalent/Ratio Debt, and any Permitted Junior Priority Refinancing Debt other Indebtedness permitted by Section 6.01(a) may be secured by Liens on assets of the Borrower Borrowers and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, and the Administrative Agent and the Collateral Agent shall execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) from time to time upon the request of the Lead Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such IndebtednessIndebtedness that is (A) required or permitted to be subordinated hereunder or pari passu with or, other than with respect to ABL Priority Collateral, senior to, the Liens securing the Secured Obligations and/or (B) secured by Liens, and with respect to which Indebtedness and/or Liens this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, any applicable subordination, intercreditor, collateral trust and/or similar agreement (and any amendment to the foregoing) constituting an Acceptable Intercreditor Agreement (and any amendment thereto), it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed by the Secured Parties to determine the terms and conditions of any such Acceptable Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), on their behalf and (ii) any documents relating theretodocuments, certificates or other instruments in connection therewith. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 9.17 or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Lead Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted First Lien Facilities Debt, any Permitted Equal Priority Refinancing Notes Debt in respect of Secured Notes and any Permitted Junior Priority Refinancing Debt, secured Incremental Equivalent/Ratio Debt and/or any other Indebtedness permitted to be secured on the basis set forth in the applicable Intercreditor Agreement by Section 6.01(a) or (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreementParties. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section 9.17 or in accordance with the terms of any Intercreditor Agreement to the full extent thereof. (f) Notwithstanding anything to the contrary contained herein or in any other Loan Document (but excluding any Intercreditor Agreement), in the event of any conflict or inconsistency between this Agreement and any other Loan Document (excluding any Intercreditor Agreement), the terms of this Agreement shall govern and control; provided that in the case of any inconsistency between any Intercreditor Agreement and any other Loan Document, the terms of such Intercreditor Agreement shall govern and control. (g) It is understood and agreed that the agreements, authorizations and directions set forth in this Section 9.17 shall apply to the Collateral Agent and/or the First Lien Collateral Agent and/or Common Collateral Agent, as applicable, to the extent necessary to give effect to the collateral agency and intercreditor arrangements described in Article VIII hereof. The Administrative Agent and Collateral Agent hereby agree to provide such directions as necessary or desirable to effectuate the foregoing agreements, authorizations and directions, and the Secured Parties agree that the Collateral Agent and/or the First Lien Collateral Agent (including, if applicable, the Common Collateral Agent) shall in all cases be entitled to rely on any such direction.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors Guarantor Subsidiaries under the ABL Credit Agreement are, and under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any other Permitted Equal Priority Refinancing Debt Revolving Indebtedness and any Permitted Junior Priority Credit Agreement Refinancing Debt Indebtedness or any Permitted Incremental Equivalent Indebtedness may be be, secured by Liens on assets of the Borrower and the Guarantors Guarantor Subsidiaries that constitute CollateralCollateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under the ABL Credit Agreement (or in respect of such other Permitted Revolving Indebtedness) will be set forth in the ABL Intercreditor Agreement, and the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, Lenders hereby acknowledges that it has received a copy of the Issuing Banks ABL Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) on the Closing Date, the ABL Intercreditor Agreement and any documents relating thereto and (ii) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Incurred Acquisition Indebtedness, any applicable Permitted Revolving Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness, any Permitted Ratio Indebtedness or any Permitted Subordinated Indebtedness, any Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Junior Lien Intercreditor ​ Agreement”, “Pari Passu Intercreditor Agreement” and “Permitted Subordination Agreement”), ) and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Permitted Intercreditor Agreement, including to the subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such documentdocument and (v) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement or any Pari Passu Lien Intercreditor Agreement. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Ratio Permitted Incurred Acquisition Indebtedness, any Acquisition DebtPermitted Revolving Indebtedness, any Permitted Equal Priority Credit Agreement Refinancing Debt and Indebtedness, any Permitted Junior Priority Refinancing DebtIncremental Equivalent Indebtedness, any Permitted Ratio Indebtedness or any Permitted Subordinated Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement.. ​ (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. (f) The provisions of this Section 10.24 are intended as an inducement to the secured parties under the ABL Credit Agreement or under any other Permitted Revolving Indebtedness or any Permitted Incurred Acquisition Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness, any Permitted Ratio Indebtedness or any Permitted Subordinated Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debtthe ABL North America Credit Documents, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt the Senior Secured Convertible Notes Documents and any Permitted Junior Priority Refinancing Debt Indebtedness permitted by Section 6.01(a)(xii) may be secured by Liens on assets of the Borrower and the Guarantors that constitute CollateralCollateral to the extent otherwise permitted under this Agreement. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and (other than direction from the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeRequired Lenders contemplated below), (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is shall be acting pursuant to direction of Required Lenders, and Required Lenders are hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent Agent, acting at the direction of the Required Lenders, to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured PartyParty (other than the Required Lender direction referred to above), any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtIndebtedness under the ABL North America Credit Documents, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt the Senior Secured Documents and any Permitted Junior Priority Refinancing DebtIndebtedness permitted by Section 147 6.01(a)(xii), to the extent the foregoing is otherwise permitted under this Agreement, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof. (f) The parties hereto acknowledge and agree that notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Administrative Agent and the Collateral Agent may rely conclusively as to any of the matters described in Section 9.15 and this Section 9.17 (including as to its authority hereunder), on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon request.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted ABL Facility Debt, any Permitted Equal Notes Debt in respect of Secured Notes, any Incremental Equivalent/Ratio Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt other Indebtedness permitted by Section 6.01(a) may be secured by Liens Xxxxx on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, and the Administrative Agent and the Collateral Agent shall execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such IndebtednessIndebtedness that is (A) required or permitted to be subordinated hereunder or pari passu with or, other than with respect to Fixed Asset Priority Collateral, senior to, the Liens securing the Secured Obligations and/or (B) secured by Xxxxx, and with respect to which Indebtedness and/or Liens this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, any applicable subordination, intercreditor, collateral trust and/or similar agreement (and any amendment to the foregoing) constituting an Acceptable Intercreditor Agreement (and any amendment thereto), it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed by the Secured Parties to determine the terms and conditions of any such Acceptable Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), on their behalf and (ii) any documents relating theretodocuments, certificates or other instruments in connection therewith. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 9.17 or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Permitted ABL Facility Debt, any Permitted Equal Priority Refinancing Notes Debt and in respect of Secured Notes, any Incremental Equivalent/Ratio Debt, any Permitted Junior First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt and/or any other Indebtedness permitted to be secured on the basis set forth in the applicable Intercreditor Agreement by Section 6.01(a) or (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreementParties. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement. (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section 9.17 or in accordance with the terms of any Intercreditor Agreement to the full extent thereof. (f) Notwithstanding anything to the contrary contained herein or in any other Loan Document (but excluding any Intercreditor Agreement), in the event of any conflict or inconsistency between this Agreement and any other Loan Document (excluding any Intercreditor Agreement), the terms of this Agreement shall govern and control; provided that in the case of any inconsistency between any Intercreditor Agreement and any other Loan Document, the terms of such Intercreditor Agreement shall govern and control. (g) It is understood and agreed that the agreements, authorizations and directions set forth in this Section 9.17 shall apply to the ABL Collateral Agent and/or the Common Collateral Agent, as applicable, to the extent necessary to give effect to the collateral agency and intercreditor arrangements described in Article VIII hereof, and including as set forth in any applicable Acceptable Intercreditor Agreement. The Administrative Agent and Collateral Agent hereby agree to provide such directions as are necessary or desirable to effectuate the foregoing agreements, authorizations and directions, and the Secured Parties agree that the ABL Collateral Agent and/or Common Collateral Agent, as applicable, shall in all cases be entitled to rely on any such direction.

Permitted Intercreditor Agreements. (a) Each xli)Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties acknowledges that obligations of Holdings, the Borrower and the Guarantors Guarantor Subsidiaries under the ABL Credit Agreement are, and under any Incremental Equivalent Debt, other Permitted Revolving Indebtedness and any Ratio Permitted Credit Agreement Refinancing Indebtedness, any Acquisition DebtPermitted Incremental Equivalent/Ratio Indebtedness or Permitted General Lien Indebtedness may be, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of Holdings, the Borrower and the Guarantors Guarantor Subsidiaries that constitute CollateralCollateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under the ABL Credit Agreement (or in respect of such other Permitted Revolving Indebtedness) will be set forth in the ABL Intercreditor Agreement, and the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent/Ratio Indebtedness or Permitted General Lien Indebtedness will be set forth in the applicable Permitted Intercreditor Agreement. Each of the Lenders, Lenders hereby acknowledges that it has received a copy of the Issuing Banks ABL Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so executeParty, (i) on the Closing Date, the ABL Intercreditor Agreement and any documents relating thereto and (ii) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Permitted Revolving Indebtedness, any applicable Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent/Ratio Indebtedness or any Permitted General Lien Indebtedness, any Permitted Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is are hereby authorized and directed to determine the terms and conditions of any such Permitted Intercreditor Agreement as contemplated by, and subject to the provisions of, by the definition of the terms “Junior Lien Intercreditor Agreement” and “Pari Passu Intercreditor Agreement”), ) and (ii) any documents relating thereto. (b) . Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Permitted Intercreditor Agreement, including to the subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor AgreementsAgreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Permitted Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Permitted Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the any Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement and Agreement, (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. document and (cv) authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement or any Permitted Intercreditor Agreement. Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Permitted Intercreditor Agreement that the Borrower may from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing refinancing or replacement of any Incremental Equivalent DebtObligations, any Ratio Permitted Revolving Indebtedness, any Acquisition DebtPermitted Credit Agreement Refinancing Indebtedness, any Permitted Equal Priority Refinancing Debt and Incremental Equivalent/Ratio Indebtedness or any Permitted Junior Priority Refinancing DebtGeneral Lien Indebtedness, (ii) to confirm for any party that such Permitted Intercreditor Agreement is effective and binding upon the Administrative Agent or and the Collateral Agent, as applicable, Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an a Permitted Intercreditor Agreement if executed at such time as a new agreement. (d) . Each of the Lenders, the Issuing Banks Lenders and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Collateral Document to add or remove any legend that may be required pursuant to any Permitted Intercreditor Agreement. (e) . Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII Sections 9, 10.2 and 10.3 with respect to all actions taken by it pursuant to this Section 10.24 or in accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof. The provisions of this Section 10.24 are intended as an inducement to the secured parties under the ABL Credit Agreement or under any other Permitted Revolving Indebtedness or any Permitted Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent/Ratio Indebtedness or Permitted General Lien Indebtedness to extend credit to the Borrower thereunder and such secured parties are intended third party beneficiaries of such provisions.

Permitted Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Borrower and the Guarantors under any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party and the Administrative Agent and the Collateral Agent agree (to the extent consistent with the standards set forth in the definition of “Intercreditor Agreements”, as applicable) to so execute, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence, amendment, refinancing or replacement of any such Indebtedness, any applicable Intercreditor Agreement (it being understood that each of the Administrative Agent and the Collateral Agent is hereby authorized and directed to determine the terms and conditions of any such Intercreditor Agreement as contemplated by, and subject to the provisions of, the definition of the terms “Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreements, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, Refinancing or replacement of any Incremental Equivalent Debt, any Ratio Indebtedness, any Acquisition Debt, any Permitted Equal Priority Refinancing Debt and any Permitted Junior Priority Refinancing Debt, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Intercreditor Agreement.211 US-DOCS\115047431.4 (e) Each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.