Common use of Priority Confirmation Clause in Contracts

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Collateral Trust Agreement, that the New Representative is bound by the provisions of the Collateral Trust Agreement including the provisions relating to the order of application of proceeds from enforcement of Revolver Liens and Term Loan Liens. [or] [Option B: to be used if additional debt constitutes Term Loan Substitute Credit Facility or Additional Term Loan Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Term Loan Debt that constitutes a [Term Loan Substitute Facility][Additional Term Loan Credit Facility] for which the undersigned is acting as Term Loan Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that:

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative Lien Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Collateral Trust Intercreditor Agreement, that the New Representative is bound by the provisions of the Collateral Trust Agreement Intercreditor Agreement, including the provisions relating to the order ranking of application of proceeds from enforcement of Revolver Liens and Term Loan Priority Liens. [or] [Option B: to be used if additional debt constitutes Term Loan Second Lien Substitute Credit Facility or an Additional Term Loan Second Lien Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Term Loan Second Lien Debt [that constitutes a [Term Loan Second Lien Substitute Facility][Additional Term Loan Credit Facility] for which the undersigned is acting as Term Loan Agent [Second Lien Representative] [Second Lien Collateral Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that:: Active.18117613.5

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative Lien Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Collateral Trust Intercreditor Agreement, that the New Representative is bound by the provisions of the Collateral Trust Agreement Intercreditor Agreement, including the provisions relating to the order ranking of application of proceeds from enforcement of Revolver Liens and Term Loan Priority Liens. [or] [Option B: to be used if additional debt constitutes Term Loan Second Lien Substitute Credit Facility or an Additional Term Loan Second Lien Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Term Loan Second Lien Debt [that constitutes a [Term Loan Second Lien Substitute Facility][Additional Term Loan Credit Facility] for which the undersigned is acting as Term Loan Agent [Second Lien Representative] [Second Lien Collateral Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that:: Active.18117613.5 Exhibit A - 1

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority DebtObligations] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Collateral Trust Agreement, that the New Representative is bound by the provisions of the Collateral Trust Agreement including the provisions relating to the order of application of proceeds from enforcement of Revolver Liens and Term Loan FLLO Liens. [or] [Option B: to be used if additional debt constitutes Term Loan Substitute Credit FLLO Facility or Additional Term Loan Credit FLLO Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Term Loan FLLO Debt that constitutes a [Term Loan Substitute FLLO Facility][Additional Term Loan Credit FLLO Facility] for which the undersigned is acting as Term Loan a FLLO Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Second Lien Intercreditor Agreement, that:

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Exhibit A - 1 Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Collateral Trust Agreement, that the New Representative is bound by the provisions of the Collateral Trust Agreement including the provisions relating to the order of application of proceeds from enforcement of Revolver Liens and Term Loan Liens. [or] [Option B: to be used if additional debt constitutes Term Loan Substitute Credit Facility or Additional Term Loan Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Term Loan Debt that constitutes a [Term Loan Substitute Facility][Additional Term Loan Credit Facility] for which the undersigned is acting as Term Loan Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that:

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Lien Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Collateral Trust Intercreditor Agreement, that that: the New Representative is bound by the provisions of the Collateral Trust Agreement Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens (subject, in the case of Second Liens, to the Priority Lien Cap) Second Liens and Third Liens and the order of application of proceeds from enforcement of Revolver Priority Liens (subject, in the case of Second Liens, to the Priority Lien Cap) Second Liens and Term Loan Third Liens. [or] [Option B: to be used if additional debt constitutes Term Loan Substitute Credit Facility or Additional Term Loan Credit FacilitySecond Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Term Loan Second Lien Debt that constitutes a [Term Loan Second Lien Substitute Facility][Additional Term Loan Credit Facility] Facility for which the undersigned is acting as Term Loan Agent [Second Lien Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: