Common use of Security Documents and Intercreditor Agreements Clause in Contracts

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL Claims, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under the terms and provisions of the ABL Loan Documents. Each Lender hereunder: (1) consents to the subordination of Liens provided for in the Intercreditor Agreement; (2) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and (3) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent. The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL ClaimsTerm Loan Claims (as defined in the Intercreditor Agreement), the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Term Loan Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Term Loan Document) under the terms and provisions of the ABL Term Loan Documents. Each Lender hereunder: hereunder (1i) consents to the subordination of Liens on Term Priority Collateral provided for in the Intercreditor Agreement; , (2ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and Agreement and (3iii) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan ABL Agent (as defined in the Intercreditor Agreement) and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Term Loan Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or (x) Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent and (y) any other intercreditor agreement as may be contemplated herein or determined by the Administrative Agent to be consistent herewith, in such form as may be satisfactory to the Administrative Agent. The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Junior Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreementother intercreditor agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a1) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL ClaimsTerm Loan Claims (as defined in the Intercreditor Agreement), the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Term Loan Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Term Loan Document) under the terms and provisions of the ABL Term Loan Documents. Each Lender hereunder: hereunder (1i) consents to the subordination of Liens on Term Priority Collateral provided for in the Intercreditor Agreement; , (2ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and Agreement and (3iii) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan ABL Agent (as defined in the Intercreditor Agreement) and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Term Loan Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b2) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or (x) Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent and (y) any other intercreditor agreement as may be contemplated herein or determined by the Administrative Agent to be consistent herewith, in such form as may be satisfactory to the Administrative Agent. The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Junior Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreementother intercreditor agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL Claims, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under the terms and provisions of the ABL Loan Documents. Each Lender hereunder: (1) consents to the subordination of Liens provided for in the Intercreditor Agreement; (2) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and (3) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent. The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL ClaimsObligations, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under the terms and provisions of the ABL Loan Documents. Each Lender hereunder: (1) consents to the subordination of Liens provided for in the Intercreditor Agreement; (2) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and (3) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan Agent Representative and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent. The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a1) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL ClaimsTerm Loan Claims (as defined in the Intercreditor Agreement), the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Term Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Term Loan Document) under the terms and provisions of the ABL Term Loan Documents. Each Lender hereunder: hereunder (1i) consents to the subordination of Liens on Term Priority Collateral provided for in the Intercreditor Agreement; , (2ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and Agreement and (3iii) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan ABL Agent (as defined in the Intercreditor Agreement) and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Term Loan Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b2) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or (x) Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent and (y) any other intercreditor agreement as may be contemplated herein or determined by the Administrative Agent to be consistent herewith, in such form as may be satisfactory to the Administrative Agent. The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Junior Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreementother intercreditor agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL Claims, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under the terms and provisions of the ABL Loan Documents. Each Lender hereunder: (1) consents to the subordination of Liens provided for in the Intercreditor Agreement; (2) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and (3) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent. The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL ClaimsTerm Loan Claims (as defined in the Intercreditor Agreement), the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Term Loan Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Term Loan Document) under the terms and provisions of the ABL Term Loan Documents. Each Lender hereunder: hereunder (1i) consents to the subordination of Liens on Term Priority Collateral provided for in the Intercreditor Agreement; , (2ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and Agreement and (3iii) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan ABL Agent (as defined in the Intercreditor Agreement) and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Term Loan Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b) The parties hereto authorize the Administrative Agent to enter into any First Lien any(w) the ABL/Term Loan/Notes Intercreditor Agreement in the form executed on the date hereof or in such other form as may be satisfactory to the Administrative Agent (x) the ABL Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent and, (y) the PropCo Subordination Agreements in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent and (z) any other intercreditor agreement as may be contemplated herein or determined by the Administrative Agent to be consistent herewith, in such form as may be satisfactory to the Administrative Agent. The Administrative Agent may from time to time enter into a modification of the ABL/Term Loan/Notes Intercreditor Agreement, any First Lien Intercreditor Agreement or any ABL Junior Lien Intercreditor Agreement, the PropCo Subordination Agreements or any other intercreditor agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is isfor the purpose of causing new or additional Indebtedness Obligations to become subject thereto, consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL Claims, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under the terms and provisions of the ABL Loan Documents. Each Lender hereunder: (1) consents to the subordination of Liens provided for in the Intercreditor Agreement; (2) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and (3) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (bi) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent. The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision By their acceptance of any Loan Document the Notes, each Holder is deemed to the contrary notwithstanding, prior to the discharge in full of all ABL Claims, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under accept the terms and provisions of the ABL Loan Documents. Each Lender hereunder: (1) consents of, agrees to the subordination of Liens provided for in the Intercreditor Agreement; (2) agrees that it will be bound by and authorize and direct each of the Trustee and the Notes Collateral Agent, as applicable, to enter into and perform its respective obligations under, the Security Documents and any applicable Intercreditor Agreement. By their acceptance of the Notes, the Holders and the other Notes Secured Parties authorize and instruct the Trustee and the Notes Collateral Agent, as applicable, to, without any further consent of any Holder or any other First Lien Secured Parties, enter into (or acknowledge and consent to) the First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any other intercreditor agreement that provides the First Lien Notes Obligations with pari passu or senior Lien and/or payment priority, in each case, that is permitted under this Indenture (including with respect to priority) and to subject the Liens on the Collateral securing the First Lien Notes Obligations to the provisions thereof (any of the foregoing, an “Intercreditor Agreement”). By their acceptance of the Notes, the Holders and the other Notes Secured Parties irrevocably agree that (x) the Trustee and the Notes Collateral Agent may rely exclusively on a certificate of an Officer of the Company as to whether any such Intercreditor Agreement that provides the First Lien Notes Obligations with pari passu or senior Lien and/or payment priority is permitted under this Indenture and the other Note Documents and (y) any Intercreditor Agreement entered into by the Trustee and the Notes Collateral Agent, as applicable, shall be binding on the Notes Secured Parties, and each Holder and each other Notes Secured Parties by their acceptance of the Notes agrees that it will take no actions contrary to the provisions of the Intercreditor Agreement; and (3) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement and, if entered into and if applicable, any other Intercreditor Agreement. If the Company or any of the Guarantors incurs Indebtedness secured or intended to be secured by the Collateral with a Junior Lien Priority relative to the Notes, the First Lien Credit Agreement Collateral Agent (if the First Lien Credit Agreement is still in effect), the Notes Collateral Agent and the applicable Junior Lien Collateral Agent will enter into an intercreditor agreement (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”) without requiring the consent of the Holders. The Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent. The Administrative Agent may amended, restated, amended and restated, supplemented or otherwise modified from time to time enter into a modification without the consent of the Holders or any other party to add other parties holding Junior Lien Obligations and First Lien Obligations permitted to be incurred under the then existing relevant agreements, or their respective representatives. Any Junior Lien Intercreditor Agreement will subordinate the Liens securing such future Indebtedness to the Liens securing the First Lien Obligations with respect to all Collateral on the terms set forth in such Intercreditor Agreement and will also contain other provisions setting forth various limitations on the rights available to any Junior Lien Representatives and the Junior Lien Secured Parties in any future insolvency or liquidation proceeding of the Company or any Guarantor. The form of the Junior Lien Intercreditor Agreement shall be in a form that the First Lien Credit Agreement Collateral Agent and the Company have determined (or if the First Lien Credit Agreement has been terminated, in a form that the Company has determined) in good faith is reasonably customary which shall provide for the subordination of the Liens securing Obligations on a junior priority basis relative to the Liens securing the First Lien Obligations and other intercreditor provisions with respect thereto as are reasonably customary in the good faith determination of the Company for intercreditor agreements governing the relationship between senior and junior priority Liens, in each case, as provided in writing by the Company to the Trustee and the Notes Collateral Agent. It is hereby expressly acknowledged and agreed that, in entering into any Security Document or Intercreditor Agreement, the Trustee and the Notes Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any First Lien such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the Intercreditor Agreement Agreements or any Junior Lien Intercreditor Agreementother Security Documents, as the case Trustee and the Notes Collateral Agent each shall have all of the rights, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be, so long as the Administrative Agent reasonably determines that such modification is consistent with be granted to it under the terms of this Agreementsuch other agreement or agreements).

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL Claims, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under the terms and provisions of the ABL Loan Documents. Each Lender hereunder: (1) consents to the subordination of Liens provided for in the ABL/Term Loan/Notes Intercreditor Agreement and the Junior Lien Intercreditor Agreement; (2) agrees that it will be bound by and will take no actions contrary to the provisions of the ABL/Term Loan/Notes Intercreditor Agreement or the Junior Lien Intercreditor Agreement; and (3) authorizes and instructs the Administrative Agent to enter into the ABL/Term Loan/Notes Intercreditor Agreement and the Junior Lien Intercreditor Agreement as Term Loan Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent. The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Lien LienABL/Term Loan/Notes Intercreditor Agreement or any anythe Junior Lien Intercreditor Agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is isfor the purpose of causing new or additional Indebtedness Obligations to become subject thereto, consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL ClaimsObligations, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under the terms and provisions of the ABL Loan Documents. Each Additionally, each Lender hereunder: (1b) consents to the subordination of Liens provided for in the ABL Intercreditor Agreement; (2c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor AgreementAgreements; and (3d) authorizes and instructs each of the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreement Agreements as Term Loan Agent and a representative on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the ABL Intercreditor Agreement. (b) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent. The Administrative Agent and the Collateral Agent may from time to time enter into a modification of the any Intercreditor Agreement, any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge Each Lender hereunder and agree that any provision each other Secured Party (by accepting the benefits of any Loan Document the Security Documents): (i) consents to the contrary notwithstanding, prior creation of Liens on the Collateral pursuant to the discharge in full of all ABL Claims, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under the terms and provisions of the ABL Loan Documents. Each Lender hereunder:, which Liens will be subject to the terms and conditions of the ABL Intercreditor Agreement; (1ii) consents to the subordination of Liens provided for in the an Acceptable Intercreditor Agreement; (2iii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement, the Securitization Intercreditor Agreement and any other any Acceptable Intercreditor Agreement (if entered into); and (3iv) authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement as “Initial Senior Term Loan Agent Agent” and the Securitization Intercreditor Agreement as “Additional ABL Agent”, in each case, and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (b) The parties hereto authorize the Administrative Agent to enter into any First Lien the ABL Intercreditor Agreement, the Securitization Intercreditor Agreement or Junior Lien and any Acceptable Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative Agent. Agreement. (c) The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Lien Acceptable Intercreditor Agreement or any Junior Lien the Securitization Intercreditor Agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement. (d) The parties hereto (including each Secured Party (by accepting the benefits of the Security Documents)) agree that in the event of any conflict between any Acceptable Intercreditor Agreement or the Securitization Intercreditor Agreement and this Agreement or the Security Documents, that the terms of such Acceptable Intercreditor Agreement or the Securitization Intercreditor Agreement shall govern and control.

Security Documents and Intercreditor Agreements. (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL ClaimsObligations, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under the terms and provisions of the ABL Loan Documents. Each Lender hereunder: (1) consents to the subordination of Liens on ABL Priority Collateral provided for in the Intercreditor Agreement; (2) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and (3) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Term Loan Agent Representative and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (ba) The parties hereto authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement or (x) Junior Lien Intercreditor Agreement each in the form attached hereto or in such other form as may be satisfactory to the Administrative AgentAgent (acting at the direction of the Required Lenders) and (y) any other intercreditor agreement as may be contemplated herein or determined by the Administrative Agent (acting at the direction of the Required Lenders) to be consistent herewith, in such form as may be satisfactory to the Administrative Agent (acting at the direction of the Required Lenders). The Administrative Agent may from time to time enter into a modification of the Intercreditor Agreement, any First Junior Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreementother intercreditor agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.