Common use of Intercreditor Agreement Clause in Contracts

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted Each Lender hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers by its acceptance of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party benefits of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Loan Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or each other customary intercreditor arrangements), (iiSecured Party) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the any Acceptable Intercreditor Agreement and acknowledges (or is deemed to acknowledge) that the forms of an Acceptable Intercreditor Agreement attached hereto as Exhibits D-1 and D-2 were delivered, or made available, to such Lender. Each Lender hereby acknowledges that it has received and reviewed such forms of an Acceptable Intercreditor Agreement. Each of the Secured Parties agrees to be bound by any Acceptable Intercreditor Agreement. Any reference in this Agreement or any other customary intercreditor arrangements relating Loan Document to Indebtedness permitted “first priority lien” “or second priority” or words of similar effect in describing the Liens created hereunder (and, in each case, or under any amendments, amendments and restatements, restatements or waivers of or supplements other Loan Document shall be understood to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, refer to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, set forth in any applicable Acceptable Intercreditor Agreement. Except to the extent such priority set forth in any Acceptable Intercreditor Agreement, nothing in this Section 9.21 shall be construed to provide that any Loan Party is permitted by a third party beneficiary of the Credit Documents)provisions of any Acceptable Intercreditor Agreement or may assert any rights, defenses or claims on account of any Acceptable Intercreditor Agreement or this Section 9.21 (other than as set forth in the last sentence hereof), and each Loan Party agrees that nothing in any Acceptable Intercreditor Agreement is intended or shall impair the obligation of any Loan Party to subject pay the Liens on obligations under this Agreement, or any other Loan Document as and when the Collateral securing same become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors with respect to any Loan Party or except as expressly otherwise provided in any Acceptable Intercreditor Agreement as to a Loan Party’s obligations, such Loan Party’s properties. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the payment in full of the Fixed Asset Facility Obligations to the provisions thereof. The foregoing provisions extent that any Loan Party is required to (i) give physical possession over any Collateral constituting Fixed Assets to Administrative Agent under this Agreement or the other Loan Documents, such requirement to give possession shall be satisfied if such Fixed Assets are intended as an inducement delivered to and held by the Fixed Asset Facility Collateral Agent pursuant to the applicable Acceptable Intercreditor Agreement and (aii) Second Lien Creditors to extend credit take any other action with respect to the Borrowers and (b) Collateral constituting Fixed Assets or any potential provider proceeds thereof, including delivery of Permitted First Priority Refinancing Debt such Fixed Assets or Permitted Second Priority Refinancing Debt proceeds thereof to extend credit Administrative Agent, such action shall be deemed satisfied to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and extent undertaken with respect to the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Fixed Asset Facility Collateral Agent.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Refinanced Debt (as defined in the First Lien Credit Agreement), Permitted First Second Priority Refinancing Debt or any Permitted Second Junior Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second First Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Refinanced Debt (as defined in the First Lien Credit Agreement), Permitted First Second Priority Refinancing Debt or any Permitted Second Junior Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second the First Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Second Priority Refinancing Debt or Permitted Second Junior Priority Refinancing Debt to extend credit to the Borrowers and such Second First Lien Creditors and such providers of Permitted First Second Priority Refinancing Debt and Permitted Second Junior Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).

Intercreditor Agreement. The Administrative Agent By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge that it has received a copy of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to (a) consent to the subordination of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth in the Intercreditor Agreement, authorize and direct the Trustee and the Collateral Agent are authorized to enter into execute and deliver the Intercreditor Agreement and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder (andthereto, in each casecase on behalf of such Holder and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications toaction by such Holder, (c) agrees that, upon the execution and extensions, restructuring, renewals, replacements ofdelivery thereof, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to Holder will be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiid) hereby authorizes agrees that no Holder shall have any right of action whatsoever against the Trustee or the Collateral Agent as a result of any action taken by the Trustee or the Collateral Agent pursuant to this Section 14.04 or in accordance with the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and instructs direct the Administrative Trustee and the Collateral Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof as are reasonably acceptable to the Trustee and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andgive effect thereto, in each casecase on behalf of such Holder and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications to, action by such agreements, including Holder. The Trustee and the Collateral Agent shall have the benefit of the provisions of Article Ten with respect to all actions taken by it pursuant to this Section 14.04 or in connection accordance with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions terms of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)to the full extent thereof.

Intercreditor Agreement. The Administrative Agent is authorized by the Lenders and the Collateral Agent are authorized other Secured Parties (including any Hedge Agreement Provider by its acceptance of such collateral security) to (i) enter into the Pari Passu Intercreditor Agreement and any other customary intercreditor arrangements relating agreement expressly contemplated by this Agreement or any other Credit Document, (ii) enter into any Collateral Document, or (iii) make or consent to Indebtedness permitted hereunder any filings or take any other actions in connection therewith (and, in each case, and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including agreements in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing DebtIndebtedness of such Credit Party that is permitted to be secured pursuant to Sections 6.1 and 6.7 of this Agreement, in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by on the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)Collateral), and the parties hereto acknowledge that the Intercreditor Agreement and any intercreditor agreement, Collateral Document, consent, filing or other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is action will be binding upon them. Each Lender and other Secured Party (ia) understands, acknowledges and agrees that Liens shall will be created on the Collateral pursuant to the Second Lien Credit Documentsterms of the Bridge Facility and/or any Secured Refinancing Facility and the collateral agreements securing obligations under the Bridge Facility and/or any Secured Refinancing Facility, which Liens shall be subject to the terms and conditions of the Pari Passu Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (iib) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement or any other intercreditor agreement (or such other customary intercreditor arrangementsif entered into) and (iiic) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Pari Passu Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder agreement expressly contemplated by this Agreement or any other Credit Document or Collateral Document (and, in each case, and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including agreements in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing DebtIndebtedness of such Credit Party that is permitted to be secured pursuant to Sections 6.1 and 6.7 of this Agreement, in order to permit such Indebtedness to be secured by a valid, perfected Lien on the Collateral (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiarysuch Credit Party, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Credit Party Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).

Intercreditor Agreement. The Administrative Agent and Each Person that is secured hereunder, by accepting the Collateral Agent are authorized benefits of the security provided hereby, (i) consents (or is deemed to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiaryconsent), to the extent such priority is permitted by subordination of Liens in favor of the Credit Documents)), and the parties hereto acknowledge that Collateral Trustee as provided for in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) hereby agrees (or is deemed to agree) that it will be bound by by, and will take no actions contrary to to, the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and Agreement, (iii) hereby authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Administrative Agent Collateral Trustee on behalf of such Person to enter into, and perform under, the Intercreditor Agreement as “Second Lien Collateral Agent Trustee” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Holder or the Trustee, to add additional Indebtedness as Priority Refinancing Lien Debt, Parity Lien Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Junior Lien Debt (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted to be incurred and secured by the Credit applicable Secured Debt Documents)), ) and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors lenders under the Credit Agreement to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to Company, as the Borrowers borrower under the Credit Agreement, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions this provision and the provisions of the Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative, or of agents or bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this Agreement (or the other customary intercreditor arrangements, if applicable)Parity Lien Security Documents shall not be required.

Intercreditor Agreement. The Administrative Agent This Article 10 and the Collateral Agent provisions of each Security Document are authorized subject to enter into the terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Subsidiary Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. The Company shall, on the Issue Date, execute and deliver any certificates and other instruments and documents required under the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder be delivered to the Priority Lien Agent or the Second Lien Collateral Trustee (and, each as defined in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including the Intercreditor Agreement) in connection with the incurrence designation of the Holders as additional holders of Second Lien Obligations (as defined in the Intercreditor Agreement). Each Holder, by any Credit Party its acceptance of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien the Securities (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, a) consents to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that subordination of Liens provided for in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (iib) hereby agrees that it will be bound by by, and will take no actions contrary to to, the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiic) hereby authorizes and instructs the Administrative Agent Trustee and Collateral Agent Trustee to join and become a party to the Intercreditor Agreement on behalf of the Holders as Second Lien Secured Parties (as defined in the Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Intercreditor Agreement or Collateral Trust Agreement, to add the Securities as Parity Lien Debt and without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andPriority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding, in each case, any amendments, amendments and restatements, restatements or waivers where the Incurrence of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Secured Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereofthis Indenture. The foregoing provisions are intended as an inducement to the (a) Second lenders under the Priority Lien Creditors Credit Agreement to continue to extend credit to the Borrowers Company and (b) any potential provider certain of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers Subsidiaries, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The In connection with and on or before the closing date of any Permitted Acquisition of any Equity Interests in a Drop Down Entity Mortgagor pursuant to Section 9.05(g), the parties thereto shall have executed and delivered an Intercreditor Agreement in form and substance satisfactory to the Administrative Agent in its sole discretion; provided, that such Intercreditor Agreement will (a) provide that, as among the parties thereto, the Liens on the Mortgaged Properties of such Drop Down Entity Mortgagor pursuant to the Security Instruments will be of equal priority to the Permitted Holdco Credit Facility Liens on such Mortgaged Properties, (b) provide that any proceeds of such Mortgaged Properties received by any secured party following any event of default or any enforcement action shall be allocated among the Secured Parties, on one hand, and the Collateral secured parties with respect to obligations owing under the Holdco Credit Facility, on the other hand, in accordance with the respective direct ownership percentages of Equity Interests in the applicable Drop Down Entity Mortgagor of obligors under such credit facilities (for example, and for the avoidance of doubt, the percentage allocation of such proceeds to the Secured Parties with respect to any Mortgaged Properties of any Drop Down Entity Mortgagor shall equal the Drop Down Entity Ownership Percentage with respect to such Drop Down Entity Mortgagor at the time such event of default or enforcement action occurs), and (c) contain other customary terms and conditions acceptable to the Administrative Agent. The Lenders hereby authorize the Administrative Agent are authorized to enter into the any such Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, as described in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection the immediately preceding sentence with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, respect to the extent such priority is permitted by the Permitted Holdco Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon themFacility Liens. Each Lender (i) understands, acknowledges by receiving the benefits thereunder and agrees that Liens shall be created on of the Collateral pledged pursuant to the Second Lien Credit Documents, which Liens shall be subject to Security Instruments) agrees that the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)shall be binding on such Lender and its successors and assigns, (ii) hereby agrees that as if it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by were a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)thereto.

Intercreditor Agreement. The Lenders, the Swingline Lender and the Issuing Bank acknowledge that the obligations of the Borrower and the Guarantors in respect of the 364-Day Term Loan Debt will be secured by Liens on the Collateral on a pari passu basis with the Secured Obligations. In connection with the incurrence of the 364-Day Term Loan Debt, the Administrative Agent and the Collateral Agent are authorized to shall, enter into the Intercreditor Agreement establishing the relative rights of the Secured Parties and any other customary intercreditor arrangements relating the 364-Day Term Loan Secured Parties with respect to Indebtedness permitted hereunder the Collateral and certain related matters. The Lenders, the Swingline Lender and the Issuing Bank hereby irrevocably (and, in each case, any amendments, amendments and restatements, restatements or waivers i) consent to such pari passu treatment of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness Liens to be secured by a valid, perfected Lien (with such priority as may be designated by provided for under the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the 364-Day Term Loan Credit Documents)), Documents and the parties hereto acknowledge that Intercreditor Agreement, (ii) authorize the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of, and without any further consent, authorization or other intercreditor arrangement entered into action by, any Lender, the Swingline Lender or the Issuing Bank, (iii) agree that, upon the execution and delivery thereof and so long as it is in effect, the Lenders, the Swingline Lender and the Issuing Bank will be bound by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiiiv) hereby authorizes and instructs agree that none of the Lenders, the Swingline Lender or the Issuing Bank shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.17 or in accordance with the terms of the Intercreditor Agreement. The Lenders, the Swingline Lender and Collateral the Issuing Bank hereby further irrevocably authorize the Administrative Agent to enter into such amendments, supplements or other modifications to the Intercreditor Agreement (and in connection with any extension, renewal or refinancing of any Loans, any amendment, restatement, supplement or other customary intercreditor arrangements relating modification of the 364-Day Term Loan Credit Documents or any Permitted Refinancing Indebtedness in respect of the 364-Day Term Loan Debt as are reasonably acceptable to Indebtedness permitted hereunder (andthe Administrative Agent, in its sole discretion, to give effect thereto, in each casecase on behalf of, and without any further consent, authorization or other action by, any amendmentsLender, amendments the Swingline Lender or the Issuing Bank. The Administrative Agent shall have the benefit of the provisions of Article IX with respect to all actions referred to in this Section 10.17 and restatements, restatements all actions taken or waivers of or supplements omitted to or other modifications to, such agreements, including be taken by it in connection accordance with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions terms of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)to the full extent thereof.

Intercreditor Agreement. This Article 12 and the provisions of each Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. The Administrative Agent Company and each Subsidiary Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Securities, by its acceptance of the Securities (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Collateral Agent are authorized on behalf of each Holder to enter into the Intercreditor Agreement as a Second Priority Agent (as defined in the Intercreditor Agreement) on behalf of such Holders and binding such Holders to the terms thereof as Second Priority Secured Parties (as defined in the Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any Holder, to add additional Indebtedness as Priority Lien Debt or other customary intercreditor arrangements relating Indebtedness that is secured by a Lien on the Collateral that is permitted under this Indenture to be pari passu with or junior to the Liens securing the Notes Obligations and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness permitted hereunder (andthereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Priority Lien Debt then outstanding, in each case, any amendments, amendments and restatements, restatements or waivers where the Incurrence of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such secured Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereofIndenture. The foregoing provisions are intended as an inducement to the (a) Second lenders under the Priority Lien Creditors Credit Agreement to extend credit to the Borrowers Company and (b) any potential provider certain of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers Subsidiaries, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The Administrative Agent and Each Person that is secured hereunder, by accepting the Collateral Agent are authorized benefits of the security provided hereby, (i) consents (or is deemed to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiaryconsent), to the extent such priority is permitted by subordination of Liens in favor of the Credit Documents)), and the parties hereto acknowledge that Collateral Trustee as provided for in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) hereby agrees (or is deemed to agree) that it will be bound by by, and will take no actions contrary to to, the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) Agreement, and (iii) hereby authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Administrative Agent Collateral Trustee on behalf of such Person to enter into, and perform under, the Intercreditor Agreement as “Second Lien Collateral Agent Trustee” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Priority Refinancing holder of Parity Lien Debt or any Permitted Second the Parity Lien Representatives, to add additional Indebtedness as Priority Refinancing Lien Debt, to permit such Indebtedness to be secured by a valid, perfected Parity Lien Debt or Junior Lien Debt (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted to be incurred and secured by the Credit applicable Secured Debt Documents)), ) and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors lenders under the Credit Agreement to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to Company, as the Borrowers borrower under the Credit Agreement, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions this provision and the provisions of the Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent, the perfection actions and related deliverables described in this Agreement (or the other customary intercreditor arrangements, if applicable)Parity Lien Security Documents shall not be required.

Intercreditor Agreement. The Lenders acknowledge that the Existing Revolving Credit Facility as currently in effect is, and any future Indebtedness incurred pursuant to Section 7.01A(m) may be, secured by Liens on the ABL Priority Collateral that have priority over the Liens under the Loan Documents. In connection with the Borrower’s entry into this Agreement, the Administrative Agent shall enter into the Intercreditor Agreement, establishing the relative rights of the Credit Parties and the Collateral secured parties under the Existing Revolving Credit Facility with respect to the Collateral, including the ABL Priority Collateral. Each Lender hereby irrevocably (i) consents to the treatment of Liens to be provided for under the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent are authorized to enter into execute and deliver the Intercreditor Agreement and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder (andthereto, in each case, on behalf of such Lender and without any amendmentsfurther consent, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications toaction by such Lender, (iii) agrees that, upon execution and extensions, restructuring, renewals, replacements ofdelivery thereof, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to Lender shall be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions action contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiiiv) hereby authorizes and instructs agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and Collateral directs the Administrative Agent to enter into such amendments, supplements or other modifications to the Intercreditor Agreement (and in connection with any other customary intercreditor arrangements relating extension, renewal or refinancing of any Indebtedness incurred pursuant to Indebtedness permitted hereunder (andSection 7.01A(m) or any Loans as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case, on behalf of such Lender and without any amendmentsfurther consent, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications to, action by such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereofLender. The foregoing provisions are intended as an inducement to Administrative Agent shall have the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider benefit of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of this Article IX with respect to all actions taken by it pursuant to this Section to the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)full extent thereof.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are is authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents))Agreement, and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender and L/C Issuer (ia) understands, acknowledges and agrees that hereby consents to the subordination of the Liens shall be created on the Notes Priority Collateral pursuant to securing the Second Lien Credit Documents, which Liens shall be subject to Obligations on the terms and conditions of set forth in the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (iib) hereby agrees that it will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement Agreement, (or such other customary intercreditor arrangements) and (iiic) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, in each case on behalf of such Lender or L/C Issuer and to take all actions (and execute all documents) required (or deemed advisable) by Agent in accordance with the terms of the Intercreditor Agreement, in each case without any further consent, authorization or other action by such Lender, (d) hereby agrees that no Lender or L/C Issuer shall have any right of action whatsoever against Agent as a result of any action taken or not taken by Agent pursuant to this Section 8.14 or in accordance with the terms of the Intercreditor Agreement and (e) acknowledges that a copy of the Intercreditor Agreement has been delivered, or made available, to such Lender or L/C Issuer. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt Secured Parties to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt Secured Parties are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The Administrative Agent Notwithstanding anything in this Agreement to the contrary, the lien and security interest granted to the Collateral Agent pursuant to any Indenture Document (including, without limitation, this Agreement) and the exercise of any right or remedy in respect of the Collateral by the Collateral Agent under this Agreement or under any other Indenture Document are authorized subject to enter into the provisions of the Second Lien Intercreditor Agreement. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement, this Agreement and any other customary intercreditor arrangements relating Indenture Document, the terms of the Second Lien Intercreditor Agreement shall govern and control with respect to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements right or waivers remedy. Without limiting the generality of or supplements to or other modifications tothe foregoing, and extensions, restructuring, renewals, replacements of, such agreement, including notwithstanding anything in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, this Agreement to the extent such priority is permitted by contrary, all rights and remedies with respect to the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or Collateral of the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Second Lien Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents))Agreement, and to subject until the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Discharge of Senior Obligations, (a) Second Lien Creditors no Grantor shall be required hereunder or under any other Indenture Document to extend credit to take any action that is inconsistent with such Grantor’s obligations under the Borrowers Senior Documents and (b) any potential provider obligation of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit any Grantor under any Indenture Document with respect to the Borrowers and such Second Lien Creditors and such providers delivery or control of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries any Collateral or the giving of such provisions and any notice to any bailee or other Person shall be deemed to be satisfied if the provisions Grantor complies with the requirements of the Intercreditor similar provision of the applicable Senior Document. Until the Discharge of Senior Obligations, the Collateral Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest, whether pursuant to the express terms hereof or of any other Indenture Document or pursuant to the further assurances provisions hereof or any other Indenture Document, to the extent the Credit Agreement (Collateral Agent or the applicable Senior Representative shall not have taken or required such Grantor to take similar action, and delivery of any Collateral to the Credit Agreement Collateral Agent or Senior Representative pursuant to the Senior Documents shall satisfy any delivery requirement hereunder or under any other customary intercreditor arrangements, if applicable)Indenture Document.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, Notwithstanding anything herein to the extent such contrary, the priority is permitted by of the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Liens granted to Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to this Agreement and the Second Lien Credit DocumentsOther Documents (including, which without limitation, Liens shall be subject previously granted to Agent pursuant to the terms Existing Credit Agreement and conditions the Existing Other Documents (as defined below), all of which are confirmed and reaffirmed by this Agreement) and the exercise, after the occurrence and during the continuance of an Event of Default, of any right or remedy by Agent or any Lender with respect to certain of the Intercreditor Agreement (Collateral hereunder or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary under any Other Document are subject to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) Agreement. In the event of any direct and (iii) hereby authorizes and instructs irreconcilable conflict between the Administrative Agent and Collateral Agent to enter into terms of the Intercreditor Agreement and this Agreement with respect to (a) the priority of Liens granted to Agent in the Collateral pursuant to this Agreement and any other customary intercreditor arrangements relating the Other Documents (including, without limitation, Liens previously granted to Indebtedness permitted hereunder Agent pursuant to the Existing Credit Agreement and the Existing Other Documents (and, in each case, any amendments, amendments and restatements, restatements as defined below)) or waivers (b) the rights of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt Agent or any Permitted Second Priority Refinancing DebtLender under this Agreement with respect to certain Collateral after the occurrence and during the continuance of an Event of Default, the terms of the Intercreditor Agreement shall govern and control. Any reference in this Agreement or any Other Document to permit such Indebtedness “first priority lien” or words of similar effect in describing the Liens created hereunder or under any Other Document (including, without limitation, Liens previously granted to Agent pursuant to the Existing Credit Agreement and the Existing Other Documents (as defined below)) shall be secured by a valid, perfected Lien (with understood to refer to such priority as may set forth in the Intercreditor Agreement. Nothing in this Section 15.19 shall be designated by the Borrowers or the relevant Restricted Subsidiary, construed to the extent such priority provide that any Loan Party is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider a third party beneficiary of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement other than as expressly set forth therein and each Loan Party (x) agrees that, except as expressly otherwise provided in the Intercreditor Agreement, nothing in the Intercreditor Agreement is intended or shall impair the obligation of any Loan Party to pay the obligations under this Agreement or any Other Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors of any Loan Party, other customary intercreditor arrangementsthan Agent and the Lenders as between themselves and (y) except to the extent that any exercise of remedies by Agent against Revolving Loan Priority Collateral (as defined in the Intercreditor Agreement) is not permitted under the Intercreditor Agreement and such exercise would cause the Loan Parties to be in breach of the terms of the PNC Credit Agreement requiring the Loan Parties to deliver possession or control of Revolving Loan Priority Collateral to Revolver Agent, if applicable)Agent shall enforce its rights or remedies in violation of the terms of the Intercreditor Agreement, agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance with the terms of this Agreement and the Other Documents by Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against Agent or any Lender and agrees to abide by the terms of this Agreement and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the Payment in Full of the Revolver Obligations (each term as defined in the Intercreditor Agreement) to the extent that any Loan Party is required to (i) give physical possession over any Revolving Loan Priority Collateral to Agent under this Agreement or the Other Documents, such requirement to give possession shall be satisfied if such Collateral is delivered to and held by the Revolving Agent pursuant to the Intercreditor Agreement and (ii) take any other action with respect to the Collateral or any proceeds thereof, including delivery of such Collateral or proceeds thereof to Agent, such action shall be deemed satisfied to the extent undertaken with respect to the Revolving Agent.

Intercreditor Agreement. The Administrative Agent Notwithstanding any provision to the contrary in this Agreement or any Note issued hereunder, this Agreement and all Notes issued hereunder shall be subject in all respects to the Collateral Agent are authorized to enter into provisions of the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon themAgreement. Each Lender Purchaser and each subsequent Holder hereunder (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions it has received a copy of each of the Intercreditor Agreement (or other customary intercreditor arrangements), Agreement; (ii) hereby consents to the payment subordination and subordination of Liens provided for in the Intercreditor Agreement; (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) Agreement; and (iiiiv) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Purchaser or Holder, as the case may be. Each Purchaser and each subsequent Holder hereunder hereby (i) acknowledges that Wilmington Trust is acting under the Intercreditor Agreement and the documents referred to therein in multiple capacities and for multiple parties, including the First Lien Note Holders, the Second Lien Note Holders and the Third Lien Note Holders (each as defined in the Intercreditor Agreement) and (ii) waives any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andconflict of interest, now contemplated or arising hereafter, in each caseconnection therewith and agrees not to assert against Wilmington Trust any claims, any amendmentscauses of action, amendments and restatements, restatements damages or waivers liabilities of whatever kind or supplements to or other modifications to, such agreements, including in connection with nature relating thereto. In the incurrence by any Credit Party event of any Permitted First Priority Refinancing Debt conflict or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and inconsistency between the provisions of the Intercreditor Agreement (or other customary intercreditor arrangementsand this Agreement, if applicable)the provisions of the Intercreditor Agreement shall control.

Intercreditor Agreement. The Administrative Agent All rights and obligations of the Collateral Agent are authorized to enter into the Intercreditor under this Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, the Liens and conditions security interests granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary Collateral Agent hereunder are subject in all respects to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs Agreement. In the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party event of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by conflict between the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions terms of the Intercreditor Agreement and this Agreement, such conflict shall be resolved in accordance with Section 8.1 of the Intercreditor Agreement. Any reference in this Agreement to “second priority lien” or words of similar effect in describing the security interests created hereunder shall be understood to refer to such priority as set forth in the Intercreditor Agreement. All representations, warranties and covenants in this Agreement shall be subject to the provisions and qualifications set forth in this Section 1.3. All provisions of this Agreement and the other Credit Documents (including, without limitation, all further assurances provisions, conditions precedent, grants of power of attorney, representations, provisions regarding application of proceeds, warranties, covenants (both affirmative and negative), defaults, events of default and other agreements herein and therein) shall be deemed to be modified to the extent necessary to recognize that First Lien Collateral Agent holds a Lien senior and prior to that of the Collateral Agent against the Collateral and it is hereby expressly understood that any covenants of any Grantor contained herein to (a) deliver Collateral to the Collateral Agent, (b) comply with any instruction of the Collateral Agent with respect to the Collateral or other customary intercreditor arrangements(c) take steps to better the quality of perfection of the Collateral Agent in the Collateral shall be expressly subject to the Intercreditor Agreement, and it is further understood that the failure of any Grantor to comply with the terms and conditions hereof or thereof shall not cause any Default or Event of Default if applicable)such compliance would have been inconsistent with the Intercreditor Agreement.

Intercreditor Agreement. Each Lender party hereto understands, acknowledges and agrees that it is the intention of the parties hereto that each of the ABL Finance Obligations and the Term Finance Obligations are intended to constitute a distinct and separate class from the other, and, as between the Secured Parties, on the one hand, and the Term Finance Parties, on the other hand, it is the intention of the parties that (i) the ABL Finance Obligations (including all post-petition interest with respect thereto) have a first priority security interest in all ABL Priority Collateral and that the Term Finance Obligations (including all post-petition interest with respect thereto) have a second priority security interest in all ABL Priority Collateral, and (ii) the Term Finance Obligations (including all post-petition interest with respect thereto) have a first priority security interest in all Term Priority Collateral and that the ABL Finance Obligations (including all post-petition interest with respect thereto) have a second priority security interest in all Term Priority Collateral. Each Lender further understands, acknowledges and agrees that the provisions setting forth the priorities as between the Term Finance Parties, on the one hand, and the Secured Parties, on the other hand, are set forth in the Intercreditor Agreement. Each Lender agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement. Each Lender authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement on behalf of such Lender and to take all actions (and execute all documents) required (or deemed advisable) by the Administrative Agent or the Collateral Agent in accordance with the terms of the Security Documents and the Intercreditor Agreement. The provisions of this Section 10.20 are not intended to summarize all relevant provisions of the Intercreditor Agreement. Reference must be made to the Intercreditor Agreement itself to understand all terms and conditions thereof. Each Lender is responsible for making its own analysis and review of the Intercreditor Agreement and the terms and provision thereof, and neither the Administrative Agent nor the Collateral Agent or any of their respective affiliates, representatives, advisors, attorneys or other Person makes any representation to any Lender as to the sufficiency or advisability of the provisions contained in the Intercreditor Agreement. Each Lender is further aware that the Administrative Agent and the Collateral Agent are authorized also acting in an agency capacity pursuant to enter into the Term Credit Agreement and the other Term Finance Documents (including as such under the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)Agreement), and each Lender hereby irrevocably waives any objection thereto or cause of action arising therefrom. Notwithstanding anything to the parties hereto acknowledge that the Intercreditor Agreement and contrary set forth herein or in any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with Loan Document, this Section 10.26 Agreement is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions provisions of the Intercreditor Agreement. In the event of an inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby shall prevail. Each Lender further agrees that it will be bound by by, and will take no actions contrary to to, the provisions of the Intercreditor Agreement (or such other customary any intercreditor arrangementsagreement contemplated by Section 7.02(b) and (iiiu) hereby (each, a “Secured Debt Intercreditor Agreement”). Each Lender authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the any Secured Debt Intercreditor Agreement on behalf of such Lender and to take all actions (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder execute all documents) required (and, or deemed advisable) by the Administrative Agent or the Collateral Agent in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection accordance with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries terms of such provisions and the provisions of the Secured Debt Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The Administrative Agent Notwithstanding any provision to the contrary in this Agreement or any Note issued hereunder, this Agreement and all Notes issued hereunder shall be subject in all respects to the Collateral Agent are authorized to enter into provisions of the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon themAgreement. Each Lender Purchaser and each subsequent Holder hereunder (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions it has received a copy of each of the Intercreditor Agreement (or other customary intercreditor arrangements), Agreement; (ii) hereby consents to the payment subordination and subordination of Liens provided for in the Intercreditor Agreement; (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) Agreement; and (iiiiv) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Purchaser or Holder, as the case may be. Each Purchaser and each subsequent Holder hereunder hereby (i) acknowledges that BONY is acting under the Intercreditor Agreement and the documents referred to therein in multiple capacities and for multiple parties, including the First Lien Note Holders, the Second Lien Note Holders and the Third Lien Note Holders (each as defined in the Intercreditor Agreement) and (ii) waives any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andconflict of interest, now - 82 - contemplated or arising hereafter, in each caseconnection therewith and agrees not to assert against BONY any claims, any amendmentscauses of action, amendments and restatements, restatements damages or waivers liabilities of whatever kind or supplements to or other modifications to, such agreements, including in connection with nature relating thereto. In the incurrence by any Credit Party event of any Permitted First Priority Refinancing Debt conflict or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and inconsistency between the provisions of the Intercreditor Agreement (or other customary intercreditor arrangementsand this Agreement, if applicable)the provisions of the Intercreditor Agreement shall control.

Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Credit Agreement are secured by Liens on assets of the Borrower and the other Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Lenders hereunder and the secured parties under the ABL Credit Agreement will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (a) consents to the subordination of the Liens on the ABL Priority Collateral securing the Loan Document Obligations on the terms set forth in the Intercreditor Agreement, (b) authorizes and directs the Administrative Agent to execute and the Collateral Agent are authorized to enter into deliver the Intercreditor Agreement and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder (andthereto, in each casecase on behalf of such Lender and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications toaction by such Lender, (c) agrees that, upon the execution and extensions, restructuring, renewals, replacements ofdelivery thereof, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to Lender will be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiid) hereby authorizes and instructs agrees that no Lender shall have any right of action whatsoever against the Administrative Agent and Collateral as a result of any action taken by the Administrative Agent pursuant to enter into this Section or in accordance with the terms of the Intercreditor Agreement Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (and any other customary intercreditor arrangements relating i) to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements take such actions as shall be required to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the release Liens on the Collateral securing in accordance with the Obligations terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Loan Document Obligations as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative 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 the Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors secured parties under the ABL Credit Agreement to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers Borrower and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt secured parties are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)provisions.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. a) Each Lender (i) hereby understands, acknowledges and agrees that Liens shall be have been, and may hereafter by, created on the Collateral pursuant to (i) the Second Lien Credit Permitted Additional Secured Indebtedness Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Other Intercreditor Agreement, as applicable and (ii) the Secured Other Letters of Credit issued by a Pari Passu Secured Other Letters of Credit Issuer, which Liens shall be subject to the terms and conditions of the Secured Other Letters of Credit Intercreditor Agreement. Each Lender hereby agrees acknowledges that it will has received and reviewed the Intercreditor Agreement and agrees to be bound by the terms thereof. Each Lender (and will take no actions contrary to each Person that becomes a Lender under this Agreement after the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiidate hereof) hereby authorizes and instructs directs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement, any Other Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andSecured Other Letters of Credit Intercreditor Agreement, in each case, any amendments, amendments on behalf of such Lender and restatements, restatements or waivers of or supplements to or other modifications to, agrees that the Administrative Agent may take such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority actions on its behalf as may be designated is contemplated by the Borrowers terms of such Intercreditor Agreement, Other Intercreditor Agreement or Secured Other Letters of Credit Intercreditor Agreement. In addition, each Lender and the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), Administrative Agent acknowledge and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the agree that (a) Second Lien Creditors to extend credit the rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are subject to the Borrowers Intercreditor Agreement, Other Intercreditor Agreement or Secured Other Letters of Credit Intercreditor Agreement, as applicable, and (b) in the event of any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and conflict, the provisions of the Intercreditor 187 Agreement, Other Intercreditor Agreement (or other customary intercreditor arrangementsSecured Other Letters of Credit Intercreditor Agreement, if as applicable), shall control. The Administrative Agent is hereby further authorized to enter into Other Intercreditor Agreements and Secured Other Letters of Credit Intercreditor Agreements consistent with the terms of this Agreement, and each Lender agrees to be bound by the terms thereof.

Intercreditor Agreement. The Administrative Agent Each Lender, LC Issuer, and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted Swingline Lender hereunder (anda) acknowledges that it has received a copy of Initial Intercreditor Agreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (ib) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject consents to the terms and conditions of the each Acceptable Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (iic) hereby agrees that it will be bound by the provisions of each Acceptable Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the any Acceptable Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiid) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the each Acceptable Intercreditor Agreement (as the Agent and on behalf of such Lender, and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder thereto and (and, in each case, e) agrees that no Lender shall have any amendments, amendments and restatements, restatements or waivers right of or supplements to or other modifications to, such agreements, including in connection with action whatsoever against the incurrence by any Credit Party Agent as a result of any Permitted First Priority Refinancing Debt action taken by the Agent pursuant to this Section or any Permitted Second Priority Refinancing Debt, Acceptable Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to permit take such Indebtedness actions as shall be required to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the release Liens on the Collateral securing in accordance with the terms of any Acceptable Intercreditor Agreement and this Agreement and (ii) to enter into such amendments, supplements or other modifications to any Acceptable Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations, any Term Loan Obligations (as defined in the Initial Intercreditor Agreement) and any Permitted Term Indebtedness as are reasonably acceptable to the provisions thereof. The foregoing provisions are intended as an inducement Agent to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries give effect thereto, in each case on behalf of such provisions Lender and the provisions of the Intercreditor Agreement (without any further consent, authorization or other customary intercreditor arrangements, if applicable)action by and on behalf of such Lender.

Intercreditor Agreement. The Administrative Agent and Notwithstanding anything herein to the contrary, the Collateral granted to the Collateral Agent are authorized pursuant to enter into this Security Agreement or any other Indenture Document and the exercise of any of the relative rights and remedies of the Collateral Agent hereunder shall be subject to, and governed by the terms and conditions of, the Intercreditor Agreement and at any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that time the Intercreditor Agreement is in effect. In the event of any conflict or inconsistency between the terms and any other intercreditor arrangement entered into by conditions hereof and the Administrative Agent and/or terms and conditions of the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understandsIntercreditor Agreement, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement shall govern and control at any time the Intercreditor Agreement is in effect. Notwithstanding anything to the contrary contained in this Security Agreement or the other Indenture Documents, but subject to the Intercreditor Agreement in all respects, until the Discharge of ABL Obligations (as defined in the Intercreditor Agreement): (i) any covenant hereunder or under the Indenture requiring (or other customary intercreditor arrangementsany representation or warranty hereunder or under the Indenture to the extent it would have the effect of requiring) the delivery and/or arrangement for possession of Collateral that constitutes ABL Priority Collateral or delivery and/or arrangement for control of any certificated securities that constitute ABL Priority Collateral to or with the Collateral Agent shall be deemed satisfied or complied with (or in the case of any representation or warranty, shall be deemed to be true and correct) if such delivery and/or arrangement for possession of Collateral that constitutes ABL Priority Collateral is made to, or such control of certificated securities is with the ABL Agent pursuant to the ABL Documents (as defined in the Intercreditor Agreement), ; (ii) hereby agrees that it will be bound by and will take no actions contrary any covenant hereunder or under the Indenture requiring (or any representation or warranty hereunder or under the Americas 91413044 49 Indenture to the provisions extent it would have the effect of requiring) the Intercreditor Agreement payment or other transfer of Collateral that constitutes ABL Priority Collateral to the Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such other customary intercreditor arrangements) and payment or transfer shall have been made to the ABL Agent; (iii) hereby authorizes and instructs any covenant hereunder or under the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement Indenture requiring (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by representation or warranty hereunder or under the Borrowers or the relevant Restricted Subsidiary, Indenture to the extent such priority is permitted by it would have the Credit Documents)), and effect of requiring) the endorsement of any Collateral that constitutes ABL Priority Collateral or related document to subject the Liens on the Collateral securing Agent shall be deemed to have been satisfied (or, in the Obligations case of any representation or warranty, shall be deemed to be true and correct) if such endorsement shall have been made to the provisions thereof. The foregoing provisions are intended as an inducement ABL Agent; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes ABL Priority Collateral in trust for the benefit of the Collateral Agent shall be deemed to have been satisfied to the extent that such Grantor receives or holds (aas applicable) Second Lien Creditors to extend credit to such Collateral in trust for the Borrowers and (b) any potential provider benefit of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions ABL Agent and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Collateral Agent.

Intercreditor Agreement. The Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into and to be the agent for and representative of Lenders under the Intercreditor Agreement, and each Lender agrees to be bound by the terms of the Intercreditor Agreement; provided, that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in the Intercreditor Agreement or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders). Anything contained in any of the Credit Documents to the contrary notwithstanding, each Borrower, Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral Agent are authorized to enter into under any Collateral Document, it being understood and agreed that all powers, rights and remedies under the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as Collateral Documents may be designated exercised solely by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent for the benefit of Secured Parties in accordance with this Section 10.26 is binding upon them. Each Lender the terms thereof and of the Intercreditor Agreement, and (i2) understands, acknowledges and agrees that Liens shall be created in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the Second Lien Credit Documentspurchaser of any or all of such Collateral at any such sale and Administrative Agent, which Liens as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be subject to entitled, for the terms purpose of bidding and conditions making settlement or payment of the Intercreditor Agreement (purchase price for all or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions any portion of the Intercreditor Agreement (or Collateral sold at any such other customary intercreditor arrangements) public sale, to use and (iii) hereby authorizes and instructs apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, at such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)sale.

Intercreditor Agreement. The Administrative Notwithstanding anything herein to the contrary, the priority of the Liens granted to Agent in the Collateral pursuant to this Agreement and the Other Documents and the exercise, after the occurrence and during the continuance of an Event of Default, of any right or remedy by Agent or any Lender with respect to certain of the Collateral Agent hereunder or under any Other Document are authorized subject to enter into the provisions of the Intercreditor Agreement. In the event of any direct and irreconcilable conflict between the terms of the Intercreditor Agreement and any other customary intercreditor arrangements relating this Agreement with respect to Indebtedness permitted hereunder (and, a) the priority of Liens granted to Agent in each case, any amendments, amendments the Collateral pursuant to this Agreement and restatements, restatements the Other Documents or waivers (b) the rights of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt Agent or any Permitted Second Priority Refinancing DebtLender under this Agreement with respect to certain Collateral after the occurrence and during the continuance of an Event of Default, the terms of the Intercreditor Agreement shall govern and control. Any reference in this Agreement or any Other Document to permit such Indebtedness “first priority lien” or words of similar effect in describing the Liens created hereunder or under any Other Document shall be understood to be secured by a valid, perfected Lien (with refer to such priority as may set forth in the Intercreditor Agreement. Nothing in this Section 15.19 shall be designated by construed to provide that any Loan Party is a third party beneficiary of the Borrowers provisions of the Intercreditor Agreement other than as expressly set forth therein and each Loan Party (x) agrees that, except as expressly otherwise provided in the Intercreditor Agreement, nothing in the Intercreditor Agreement is intended or shall impair the relevant Restricted Subsidiaryobligation of any Loan Party to pay the obligations under this Agreement or any Other Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors of any Loan Party, other than Agent and the Lenders as between themselves and (y) except to the extent such priority that any exercise of remedies by Agent against Term Loan Priority Collateral is not permitted by the Credit Documents)), and the parties hereto acknowledge that under the Intercreditor Agreement and such exercise would cause the Loan Parties to be in breach of the terms of the Term Loan Agreement requiring the Loan Parties to deliver possession or control of Term Loan Priority Collateral to Term Loan Agent, if Agent shall enforce its rights or remedies in violation of the terms of the Intercreditor Agreement, agrees that it shall not use such violation as a defense to any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent enforcement of remedies otherwise made in accordance with the terms of this Section 10.26 Agreement and the Other Documents by Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against Agent or any Lender and agrees to abide by the terms of this Agreement and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the Term Loan Termination Date (each term as defined in the Intercreditor Agreement) to the extent that any Loan Party is binding upon them. Each Lender required to (i) understandsgive physical possession over any Term Loan Priority Collateral (as defined in the Intercreditor Agreement) to Agent under this Agreement or the Other Documents, acknowledges and agrees that Liens such requirement to give possession shall be created on satisfied if such Collateral is delivered to and held by the Collateral Term Loan Agent pursuant to the Second Lien Credit DocumentsIntercreditor Agreement and (ii) take any other action with respect to the Collateral or any proceeds thereof, which Liens including delivery of such Collateral or proceeds thereof to Agent, such action shall be subject deemed satisfied to the extent undertaken with respect to the Term Loan Agent. Each of the parties has signed this Agreement as of the day and year first above written. BOOT BARN, INC., a Delaware Corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer BOOT BARN HOLDING CORPORATION a Delaware Corporation By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Treasurer PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Assistant Vice President Commitment Percentage: 100% Commitment Amount: $60,000,000 EXHIBIT 1.2(a) FORM OF COMPLIANCE CERTIFICATE [ , 20 ] TO : PNC BANK, NATIONAL ASSOCIATION, as Agent The undersigned [President] [Chief Financial Officer] [Controller] of Boot Barn Holding Corporation, a Delaware corporation (“Parent Holdco”), solely in such capacity and not in any individual capacity, certifies that, under the terms and conditions of the Intercreditor Second Amended and Restated Revolving Credit and Security Agreement dated as of May 31, 2013, among Boot Barn, Inc., a Delaware corporation (or other customary intercreditor arrangements“Borrower”), Parent Holdco, Agent and the lenders from time to time party thereto (as amended, modified and supplemented from time to time, the “Agreement”), (i) the Loan Parties are in complete compliance for the period ending [ ] with all of the below-listed covenants set forth in the Agreement, except as may be noted below, (ii) hereby agrees that it will be bound by all representations and will take no actions contrary warranties of the Loan Parties in the Agreement are true and correct in all material respects on this date (except to the extent they relate to a specified date), except as set forth on Schedule B hereto, (iii) other than as set forth on Schedule C hereto, no Default or Event of Default exists, and (iv) the most recent financial statements provided to Agent include all adjustments necessary for a fair presentation in all material respects of the consolidated financial position and results of operations of Parent Holdco and its Subsidiaries for the period presented. Attached hereto as Schedule A are covenant calculations with respect to Section 6.5 of the Agreement. Attached hereto as Schedule D is each application for the registration of any Patent, Trademark, or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency made by any Loan Party, either itself or through any agent, employee, licensee, or designee, since the delivery of the last Compliance Certificate. Attached hereto as Schedule E is each deposit account or investment account opened or maintained by any Loan Party since the delivery of the last Compliance Certificate, which deposit accounts and/or investment accounts shall be deemed added to Schedule 4.12(h)(2) to the Agreement for all purposes under the Agreement and the Other Documents. Capitalized terms used in this Certificate which are not defined herein shall have the meanings set forth in the Agreement. Nothing herein limits or modifies any of the terms or provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence Agreement. Compliance status is indicated by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereofcircling Yes/No under “Complies” column. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).[Financial Covenant Required Actual Complies

Intercreditor Agreement. The Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into and to be the agent for and representative of Lenders under the Intercreditor Agreement, and each Lender agrees to be bound by the terms of the Intercreditor Agreement; provided that Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in the Intercreditor Agreement or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders). Anything contained in any of the Credit Documents to the contrary notwithstanding, each Borrower, Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral Agent are authorized to enter into under any Collateral Document, it being understood and agreed that all powers, rights and remedies under the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as Collateral Documents may be designated exercised solely by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent for the benefit of Lenders in accordance with this Section 10.26 is binding upon them. Each Lender the terms thereof and of the Intercreditor Agreement, and (i2) understands, acknowledges and agrees that Liens shall be created in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the Second Lien Credit Documentspurchaser of any or all of such Collateral at any such sale and Administrative Agent, which Liens as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be subject to entitled, for the terms purpose of bidding and conditions making settlement or payment of the Intercreditor Agreement (purchase price for all or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions any portion of the Intercreditor Agreement (or Collateral sold at any such other customary intercreditor arrangements) public sale, to use and (iii) hereby authorizes and instructs apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, at such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)sale.

Intercreditor Agreement. The Administrative Agent This Article 12 and the provisions of each Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Subsidiary Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Securities, by its acceptance of the Securities (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Collateral Agent are authorized Trustee on behalf of each Holder to enter into the Intercreditor Agreement as Original Second Lien Collateral Trustee (as defined in the Intercreditor Agreement) on behalf of such Holders as Second Lien Secured Parties (as defined in the Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other customary intercreditor arrangements relating parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness permitted hereunder (andranks equally with the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding, in each case, any amendments, amendments and restatements, restatements or waivers where the Incurrence of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such secured Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereofIndenture. The foregoing provisions are intended as an inducement to the (a) Second lenders under the Priority Lien Creditors Credit Agreement to extend credit to the Borrowers Company and (b) any potential provider certain of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers Subsidiaries, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The Administrative Notwithstanding any other provision hereof or of any other Loan Document, for so long as the Discharge of ABL Priority Obligations shall not have occurred and the Revolving Credit Documents shall require (a) the delivery of possession or control to Revolver Agent of any Collateral (including, without limitation, any requirement to deliver agreements (other than the Deposit Account Control Agreements required by Section 4.11) granting control over such Collateral to Revolver Agent), (b) the granting of a first priority Lien on the Collateral in favor of the Revolver Agent, (c) any covenant hereunder or thereunder requiring the delivery of possession or control to Agent of such Collateral (including, without limitation, any requirement to deliver agreements granting control over such Collateral to Agent), (d) the granting of a first priority Lien on Collateral in favor of Agent, or (e) the making of any prepayment or any paying over of funds to Agent, in either case as a result of the receipt of any proceeds of Collateral, shall in each case be deemed to have been satisfied if, prior to the Discharge of ABL Priority Obligations, such possession or control (or such agreements granting control) of such Collateral shall have been delivered to or in favor of Revolver Agent (or its agents or bailees) as provided for in the Intercreditor Agreement, or such first priority Lien on such Collateral shall have been granted to the Revolver Agent and a first priority Lien on such Collateral shall have been granted to Agent (subject to the Collateral Agent are authorized to enter into terms set forth in the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement), in each case, any amendments, amendments and restatements, restatements or waivers such prepayment or paying over of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including funds in connection with the incurrence by any Credit Party collection of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debtproceeds of Collateral shall have been made in accordance with the terms of the Intercreditor Agreement. Except as specified herein, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that nothing contained in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant deemed to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions modify any of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of this Agreement and the Intercreditor Agreement (other Loan Documents, which, as among the Borrower, Grantor, each other Obligated Party, Agent, the Lenders and the other Secured Parties shall remain in full force and effect; provided that representations and warranties of the Borrower, the Grantor and each other Obligated Party contained in the Loan Documents representing or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs warranting that the Administrative Lien in favor of Agent and in any Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness is a first priority lien shall be deemed to be secured by a valid, perfected Lien (with such priority as may be designated by modified mutatis mutandis to take into account the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)this Section 7.14.

Intercreditor Agreement. The Administrative Agent By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Issuer under the Senior Priority Lien Debt, the Junior Priority Lien Debt, the Junior Lien Debt and any Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Issuer and the Guarantors that constitute Collateral under the Security Instruments and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge that it has received a copy of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to (a) consent to the subordination of the Liens on the Collateral securing the Notes and the Guarantees thereof on the terms set forth in the Intercreditor Agreement, authorize and direct the Trustee and the Collateral Agent are authorized Trustee to enter into execute and deliver the Intercreditor Agreement and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder (andthereto, in each casecase on behalf of such Holder and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications toaction by such Holder, (c) agrees that, upon the execution and extensions, restructuring, renewals, replacements ofdelivery thereof, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to Holder will be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiid) hereby authorizes and instructs agrees that no Holder shall have any right of action whatsoever against the Administrative Agent and Trustee or the Collateral Agent Trustee as a result of any action taken by the Trustee or the Collateral Trustee pursuant to enter into this Section 10.04 or in accordance with the terms of the Intercreditor Agreement Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct the Collateral Trustee (and any other customary intercreditor arrangements relating i) to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements take such actions as shall be required to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the release Liens on the Collateral securing in accordance with the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other customary intercreditor arrangementsmodifications to the Intercreditor Agreement in connection with any extension, if applicable)renewal, refinancing or replacement of any Notes or any Refinancing Indebtedness in respect thereof as are reasonably acceptable to the Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Collateral Trustee shall have the benefit of the provisions of Article 6 with respect to all actions taken by it pursuant to this Section 10.04 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.

Intercreditor Agreement. The Administrative Notwithstanding any other provision hereof or any other Loan Document, for so long as the Discharge of ABL Priority Obligations shall not have occurred and the Revolving Credit Documents shall require (a) the delivery of possession or control to Revolver Agent of any Pledged Collateral (including, without limitation, any requirement to delivery agreements (other than the Deposit Account Control Agreements required by Section 4.11 of the Loan Agreement) granting control over such Pledged Collateral to Revolver Agent), (b) the granting of a first priority Lien on the Pledged Collateral in favor of the Revolver Agent, (c) any covenant hereunder or thereunder requiring the delivery of possession or control to Agent of such Pledged Collateral (including, without limitation, any requirement to deliver agreements granting control over such Pledged Collateral to Agent), (d) the granting of a first priority Lien on Pledged Collateral in favor of Agent, or (e) the making of any prepayment or any paying over of funds to Agent, in either case as a result of the receipt of any proceeds of Collateral, shall in each case be deemed to have been satisfied if, prior to the Discharge of ABL Priority Obligations, such possession or control (or such agreements granting control) of such Pledged Collateral shall have been delivered to or in favor of Revolver Agent (or its agents or bailees) as provided for in the Intercreditor Agreement, or such first priority Lien on such Pledged Collateral shall have been granted to Revolver Agent and a first priority Lien on such Pledged Collateral shall have been granted to Agent (subject to the Collateral Agent are authorized to enter into terms set forth in the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement), in each case, any amendments, amendments and restatements, restatements or waivers such prepayment or paying over of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including funds in connection with the incurrence by any Credit Party collection of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debtproceeds of Collateral shall have been made in accordance with the terms of the Intercreditor Agreement. Except as specified herein, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that nothing contained in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on deemed to modify any of the Collateral pursuant to provisions of this Agreement and the Second Lien Credit other Loan Documents, which Liens as among Pledgor, each other Obligated Party, Agent, the Lenders and the other Secured Parties shall remain in full force and effect; provided that representations and warranties of Pledgor contained in the Loan Documents representing or warranting that the Lien in favor of Agent in any Pledged Collateral is a first priority Lien shall be subject deemed to be modified mutatis mutandis to take into account the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the foregoing provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers this Section 8.14. [Remainder of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Page Intentionally Left Blank.]

Intercreditor Agreement. The In connection with and on or before the closing date of any Drop Down Disposition of a Drop Down OpCo that owns Mortgaged Properties (other than any Drop Down Disposition that results in such Drop Down OpCo ceasing to be a Guarantor in accordance with Section 2.06(e)), the parties thereto shall have executed and delivered an Intercreditor Agreement in form and substance satisfactory to the Administrative Agent in its sole discretion; provided, that such Intercreditor Agreement will (a) provide that, as among the parties thereto, the Liens on the Mortgaged Properties of such Drop Down OpCo pursuant to the Security Instruments will be of equal priority to the Permitted Midstream MLP Credit Facility Liens on such Mortgaged Properties, (b) provide that any proceeds of such Mortgaged Properties received by any secured party following any event of default or any enforcement action shall be allocated among the Secured Parties, on one hand, and the Collateral secured parties with respect to obligations owing under the Midstream MLP Credit Facility, on the other hand, in accordance with the respective direct ownership percentages of Equity Interests in the applicable Drop Down OpCo of obligors under such credit facilities (for example, and for the avoidance of doubt, the percentage allocation of such proceeds to the Secured Parties with respect to any Mortgaged Properties of any Drop Down OpCo shall equal the Drop Down OpCo Ownership Percentage with respect to such Drop Down OpCo at the time such event of default or enforcement action occurs), and (c) contain other customary terms and conditions acceptable to the Administrative Agent. The Lenders hereby authorize the Administrative Agent are authorized to enter into the any such Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, as described in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection the immediately preceding sentence with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, respect to the extent such priority is permitted by the Permitted Midstream MLP Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon themFacility Liens. Each Lender (i) understands, acknowledges by receiving the benefits thereunder and agrees that Liens shall be created on of the Collateral pledged pursuant to the Second Lien Credit Documents, which Liens shall be subject to Security Instruments) agrees that the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)shall be binding on such Lender and its successors and assigns, (ii) hereby agrees that as if it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by were a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)thereto.

Intercreditor Agreement. The Administrative Agent This Agreement and the Collateral Agent other Credit Documents are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions set forth in the Intercreditor Agreement in all respects and, in the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern. Notwithstanding anything herein to the contrary, the Lien and security interest granted to the Collateral Agent pursuant to any Credit Document and the exercise of any right or remedy in respect of the Collateral by the Collateral Agent (or any Secured Creditor) hereunder or under any other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary Credit Document are subject to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs in the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party event of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by conflict between the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions terms of the Intercreditor Agreement and any Credit Document, the terms of the Intercreditor Agreement shall govern and control with respect to the exercise of any such right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, no Credit Party shall be required hereunder or under any Credit Document to take any action with respect to the Collateral that is inconsistent with such Credit Parties’ obligations under the Intercreditor Agreement. Prior to the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) the delivery or granting of “control” (as defined in the UCC) to the extent only one Person can be granted “control” therein under applicable law of any Fixed Asset Collateral (as defined in the Intercreditor Agreement) to the collateral agent under the First Lien Term Loan Credit Agreement or to the collateral agent under the Second Lien Term Loan Credit Agreement, as applicable, pursuant to the terms of the Fixed Asset Collateral Documents (as defined in the Intercreditor Agreement) shall satisfy any such delivery or granting of “control” requirement hereunder or under any other customary intercreditor arrangementsCredit Document with respect to any Fixed Asset Collateral to the extent that such delivery or granting of “control” is consistent with the terms of the Intercreditor Agreement and (ii) the possession of any Fixed Asset Collateral by the collateral agent under the First Lien Term Loan Credit Agreement or by collateral agent under the Second Lien Term Loan Credit Agreement, if as applicable), pursuant to the terms of the Fixed Asset Collateral Documents shall satisfy any such possession requirement hereunder or under any other Credit Document with respect to Fixed Asset Collateral to the extent that such possession is consistent with the terms of the Intercreditor Agreement.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement, any Pari Passu Intercreditor Agreement and or any other customary intercreditor arrangements relating to Indebtedness permitted hereunder agreement contemplated hereby (and, in each case, and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including agreements in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing DebtIndebtedness that is secured by the Collateral (to the extent such Indebtedness and security is permitted by the Credit Documents), in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers Borrower or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement is (and any Pari Passu Intercreditor Agreement or other intercreditor arrangement agreement contemplated hereby (in each case if entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is into) will be) binding upon them. Each Lender (ia) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit DocumentsABL Facility Documentation, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (iib) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, any Pari Passu Intercreditor Agreement (if entered into) or such any other customary intercreditor arrangementsagreement contemplated hereby (if entered into) and (iiic) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement and, if applicable, any Pari Passu Intercreditor Agreement or other intercreditor agreement contemplated hereby (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including agreements in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing DebtIndebtedness that is secured by the Collateral (to the extent such Indebtedness and security is permitted by the Credit Documents), in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers Borrower or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (ai) Second Lien Creditors ABL Claimholders to extend credit to the Borrowers Borrower and (bii) any potential provider of Permitted First Pari Passu Priority Refinancing Debt or Permitted Second Priority Lien Refinancing Debt to extend credit to the Borrowers Borrower and such Second Lien Creditors ABL Claimholders and such providers of Permitted First Pari Passu Priority Refinancing Debt and Permitted Second Priority Lien Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).Agreement. Table of Contents

Intercreditor Agreement. The Administrative Agent This Article Fifteen and the Collateral Agent provisions of each other Security Document are authorized subject to enter into the terms, conditions and benefits set forth in the Intercreditor Agreement Agreements. The Company and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications Guarantor consents to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness agrees to be secured by a validbound by, perfected Lien (with such priority the terms of the Intercreditor Agreement, as the same may be designated by the Borrowers or the relevant Restricted Subsidiary, in effect from time to the extent such priority is permitted by the Credit Documents))time, and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent to perform its obligations thereunder in accordance with this Section 10.26 is binding upon themthe terms thereof. Each Lender Holder of Notes, by its acquisition of a Note (ia) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant consents to the Second Lien Credit Documents, which subordination of Liens shall be subject to the terms and conditions of provided for in the Intercreditor Agreement (or other customary intercreditor arrangements)Agreements, (iib) hereby agrees that it will be bound by by, and will take no actions contrary to to, the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) Agreements and (iiic) hereby authorizes and instructs the Administrative Collateral Agent (and the Trustee to direct the Collateral Agent) on behalf of each Holder of Notes to enter into the Intercreditor Agreements as Third Lien Representative (as defined in each Intercreditor Agreement) on behalf of such Holders of Notes as Third Lien Creditors (as defined in each Intercreditor Agreement). In addition, each Holder of Notes authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreements, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Holder or the Trustee, to add additional Debt as Priority Refinancing Lien Debt, Second Lien Debt or Third Lien Debt and add other parties (or any Permitted Second Priority Refinancing Debt, to permit authorized agent or trustee therefor) holding such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), Debt thereto and to subject establish that the Lien on any Collateral securing such Debt ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt, Second Lien Debt or Third Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) lenders under the Priority Lien Debt and Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers Company and certain of its Subsidiaries, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreements.

Intercreditor Agreement. The Administrative Agent This Article 12 and the provisions of each other Junior Lien Collateral Agent Document are authorized subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. The Issuers and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (b) authorizes and instructs the Collateral Trustee on behalf of each Holder to enter into the Intercreditor Agreement as “Junior Lien Representative” (as such term is defined in the Intercreditor Agreement) on behalf of such Holders as “Junior Lien Secured Parties” (as such term is defined in the Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any other customary intercreditor arrangements relating amendments or joinders to Indebtedness permitted hereunder (and, the Intercreditor Agreement in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection accordance with its terms with the incurrence by any Credit Party consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Permitted First Holder or the Trustee, to add additional Indebtedness as Priority Refinancing Lien Debt, Senior Secured Lien Debt, Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the Priority Lien Debt, Senior Secured Lien Debt or any Permitted Second Priority Refinancing Junior Lien Debt, to permit such Indebtedness to be secured by a validas applicable, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, then outstanding to the extent such priority is permitted by the Credit Junior Lien Documents)), . The Trustee and the parties hereto acknowledge Collateral Trustee shall be entitled to rely upon an Officers’ Certificate or an Opinion of Counsel certifying that any such amendment or joinder is authorized or permitted under the Junior Lien Documents. To the extent the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or conflicts with the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understandsAgency Agreement, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)shall prevail.

Intercreditor Agreement. The Administrative Notwithstanding anything to the contrary contained in this Indenture or the Collateral Documents, the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Indenture and the Collateral Documents, the exercise of any right or remedy by the Collateral Agent and the other Secured Parties under this Indenture or the Collateral Agent are authorized to enter into Documents and the Intercreditor Agreement representations, warranties and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments covenants made by the Grantors herein and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreementtherein, including in connection with the incurrence by any Credit Party respect to delivery and/or control of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing DebtCollateral, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be are subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and any other then effective Acceptable Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, with respect to any Collateral, until the occurrence of the First Priority Obligations Payment Date (or any similar term set forth in any other Acceptable Intercreditor Agreement with respect to any obligations having priority over the Note Obligations), any obligation of any Grantor under any Collateral Document or this Indenture with respect to the delivery or control of any Collateral, the notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or the provision of any assignment of claims form shall be subject and subordinate to the rights of the ABL Agent pursuant to the First Priority Agreements (as such term is defined in the Intercreditor Agreement) (or to the representative of the holders of any other obligations having priority over the Note Obligations pursuant to the terms of any other Acceptable Intercreditor Agreement). To the extent that compliance by any Grantor with any actions specified in the immediately preceding sentence would (x) conflict with the exercise of or direction by the ABL Agent (or such other customary intercreditor arrangementsrepresentative) of comparable rights, (y) require delivery of Collateral which can only be delivered to one Person or (z) be, under Requirements of Law, prohibited or unable to be completed, then the applicable Grantor shall not have to take any such actions so long as the applicable Grantor is, with respect to clause (x), complying with the exercise of, or direction by, the ABL Agent (or such other representative), with respect to clause (y), has delivered such Collateral to the ABL Agent (or such other representative) or any of its agents, and, with respect to clause (z), only so long as Requirements of Law would prevent such compliance. Any reference herein to the Lien of the Collateral Agent being “first priority” or words of similar effect shall mean that such Lien is a first priority Lien, subject only to the prior Lien securing the First Priority Obligations and (iii) any other Permitted Liens that have priority by operation of law. In the event of any conflict between the terms of the Intercreditor Agreement or any such other Acceptable Intercreditor Agreement and this Indenture, the terms of the Intercreditor Agreement or any such other Acceptable Intercreditor Agreement shall govern and control. Each Holder, by its acceptance of its Note, hereby authorizes and instructs directs the Administrative Agent and Collateral Agent to enter into into, execute and deliver the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), Acceptable Intercreditor Agreement and to subject comply with each of the Liens on the Collateral securing the Obligations to the terms and provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).

Intercreditor Agreement. The Administrative Agent Lender and Mortgage Lender are parties to a certain intercreditor agreement dated as of the date hereof (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) memorializing their relative rights and obligations with respect to the Loan, the Mortgage Loan, Borrower, Mortgage Borrower, the Collateral and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon themProperty. Each Lender (i) understands, Borrower hereby acknowledges and agrees that Liens (a) such Intercreditor Agreement is intended solely for the benefit of Lender and Mortgage Lender and (b) no Borrower Affiliate is an intended third-party beneficiary of any of the provisions therein and no such Person shall be created entitled to rely on any of the Collateral provisions contained therein. Lender and Mortgage Lender shall have no obligation to disclose to any Borrower Affiliate the contents of the Intercreditor Agreement. Borrower’s obligations hereunder are independent of such Intercreditor Agreement and remain unmodified by the terms and provisions thereof. In the event Lender is required pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (to pay over to Mortgage Lender any payment or other customary intercreditor arrangements)distribution of assets, (ii) hereby agrees that it will be bound by and will take no actions contrary whether in cash, property or securities which otherwise would have been applied to the provisions Debt, including, without limitation, any proceeds of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs Property previously received by Lender on account of the Administrative Agent and Collateral Agent Loan, then Borrower agrees to enter into the Intercreditor Agreement (indemnify Lender for any amounts so paid, and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness amount so paid shall continue to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, owing pursuant to the extent such priority is permitted by Loan Documents as part of the Credit Documents)), and to subject Debt notwithstanding the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries prior receipt of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).payment by Lender. 129

Intercreditor Agreement. The Administrative Agent Modifications to the Indenture governing the Second Lien Debt and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to make the Second Lien Credit Documents, Debt subordinated in right of payment to the Loans on terms customary for bank debt and second lien debt in the current market in addition to being subordinated on rights against the common Collateral. Forbearance Agreement/Amendment of Loan Agreement The parties will sign an agreement to which Liens the definitive final version of this Term Sheet shall be subject attached (the date of such agreement being the “Term Sheet Agreement Date”) and which will provide for the Plan to include the amendment to the Term Loan on the Effective Date on the terms and conditions contained in this Term Sheet. Conditions Precedent As a condition precedent to closing of the Intercreditor amendment to the Loan Agreement, the Company shall procure that the following conditions have been satisfied: Execution of the release of LCPI as Administrative Agent, to be effective no later than the Effective Date and execution and delivery of documentation appointing the replacement administrative agent; Bringdown of the representations and warranties contained in the Loan Agreement (other than the representations relating to No Default (3.7) and Solvency (3.20)). The representations and warranties shall be true and correct in all material respects on the date of the bring down, as though made on and as of such date (except to the extent they relate to an earlier date); With respect to the representations and warranties contained in Section 3.8 of the Loan Agreement, Parent and the Borrower shall represent to the Lenders that all of the real property owned by Parent or its Restricted Subsidiaries is owned free and clear of any Liens, other customary intercreditor arrangements)than those Permitted Liens identified on a schedule to the definitive amendment agreement; With respect to the representations and warranties contained in Section 3.19 of the Loan Agreement, Parent and the Borrower shall represent to the Lenders that the Lenders have a perfected first priority security interest in all of the Collateral other than with respect to the Permitted Liens set forth on a schedule to the definitive amendment agreement; The definitive amendment agreement will contain schedules listing all of the account control agreements and related information for all securities accounts and deposit accounts of the Borrower and the Guarantors, other than the BofA Account; Delivery of an accounting of the Borrower’s and Guarantors’ intercompany receivables and payables; Delivery of account control agreements for all of the Borrower’s and Guarantors’ securities accounts and deposit accounts (other than (i) deposit accounts and securities accounts holding cash and investment property in an aggregate amount not exceeding $500,000, and (ii) hereby agrees the BofA Account); and Delivery of a certificate, signed by the chief executive officer of the Company, confirming that it will be bound by and will take no actions contrary the information provided in the Schedules to the provisions of the Intercreditor Loan Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and including any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, Schedules to the extent such priority is permitted by the Credit Documents))amendment) are accurate and complete, and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to all the Borrowers consents, authorizations, licenses and approvals required in the consummation of the Plan and the execution, delivery and performance by the Company and the validity against the Company of the amendment and the Loan Documents have been obtained and remain in full force and effect; or (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers no such consents, authorizations, licenses and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt approvals are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)required.

Intercreditor Agreement. The Administrative Agent Holder acknowledges that the Obligations and the Collateral Agent Liens granted (or to be granted) to the Holder in certain Property of the Company and its Subsidiaries (collectively, the "JUNIOR LIENS") are authorized subject to enter into the Restated Intercreditor Agreement Agreement. The Holder further agrees that if the Company and its Subsidiaries refinance or replace the entire Senior Credit Facility and all or any other customary intercreditor arrangements relating to Indebtedness permitted hereunder part of the balance of the Senior Debt (and, in each case, any amendments, amendments and restatements, restatements or waivers within the parameters of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection the definition of "Permitted Debt") with the incurrence by any Credit Party proceeds of any Permitted First Priority Refinancing Debt one or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien more loans (with such priority as may be designated by the Borrowers "SENIOR DEBT REPLACEMENT LOANS") from one or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)more financial institutions ("REPLACEMENT LENDERS"), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens the Obligations shall be created on the Collateral pursuant junior in priority to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Senior Debt Replacement Loans, (ii) hereby agrees that it will all Junior Liens shall be bound by and will take no actions contrary junior to the provisions Liens granted to the Replacement Lenders in the Property of the Intercreditor Agreement (or such other customary intercreditor arrangements) Company and its Subsidiaries to secure the Senior Debt Replacement Loans, and (iii) hereby authorizes in order to evidence such subordination, the Holder shall execute and instructs deliver to the Administrative Agent Replacement Lenders one or more intercreditor and Collateral Agent subordination agreements substantially the same as or similar to enter into the Restated Intercreditor Agreement and to any intercreditor agreement(s) entered into pursuant to Section 5.12 hereof; provided, however, that the Holder's refusal to execute and deliver an intercreditor and subordination agreement under this clause (iii) shall in no way limit the validity and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder enforceability of the foregoing clauses (and, i) and (ii). This Section 5.16 shall also apply in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party case of any Permitted First Priority Refinancing Debt subsequent refinancing or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions replacement of the Intercreditor Agreement Senior Debt Replacement Loans (or other customary intercreditor arrangements, if applicablewithin the parameters of the definition of "Permitted Debt").

Intercreditor Agreement. The Administrative Agent This Article 13 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Notes, by its acceptance of the Notes (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Collateral Agent are authorized Trustee (and the Trustee to direct the Collateral Trustee) on behalf of each Holder of Notes to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder as Third Lien Collateral Trustee (and, as defined in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent Agreement) on behalf of such Holders of Notes as Third Lien Secured Parties (as defined in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangementsAgreement). In addition, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions each Holder of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby Notes authorizes and instructs the Administrative Agent and Collateral Agent Trustee to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Holder or the Trustee, to add additional Indebtedness as Priority Refinancing Lien Debt, Second Lien Debt or Third Lien Debt and add other parties (or any Permitted Second Priority Refinancing Debt, to permit authorized agent or trustee therefor) holding such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt, Second Lien Debt or Third Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors lenders under the Credit Agreement to extend credit to the Borrowers Company and (b) any potential provider certain of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers its Subsidiaries, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The Administrative Agent Each of the Lenders hereby acknowledges that it has received and the Collateral Agent are authorized to enter into reviewed the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness agrees to be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon themterms thereof. Each Lender (i) understands, acknowledges and agrees each Person that Liens shall be created on the Collateral becomes a Lender hereunder pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiiSection 9.6) hereby authorizes and instructs directs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (on behalf of such Lender and agrees that the Administrative Agent may take such action on its behalf as is contemplated by the terms of the Intercreditor Agreement. Each Lender hereby agrees that, notwithstanding anything herein to the contrary, the Liens and security interests granted to the Administrative Agent pursuant to any Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other customary intercreditor arrangements relating Loan Document are subject to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the Lenders) with respect to the ABL Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and, until the ABL Debt Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other customary intercreditor arrangementsdocument, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies with the requirements of the similar provision of the applicable ABL Documentation. Until the ABL Obligations Payment Date, the delivery of any ABL Priority Collateral to the ABL Representative pursuant to the ABL Documentation shall satisfy any delivery requirement hereunder or under any other Loan Document (it being understood this sentence and the preceding sentence are for the benefit of the Administrative Agent and the Lenders and not the Loan Parties). In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy. Notwithstanding the foregoing, the Administrative Agent of the Lenders may take actions necessary or advisable in order to create or perfect Liens on the ABL Priority Collateral.

Intercreditor Agreement. The Administrative Agent Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens (as defined in the Intercreditor Agreement) granted pursuant to this Mortgage (x) prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), be pari passu and equal in priority to the Liens (as defined in the Intercreditor Agreement) granted to the Revolving Collateral Agent are authorized to enter into for the benefit of the holders of the Revolving Credit Obligations (as defined in the Intercreditor Agreement Agreement) to secure the Revolving Credit Obligations (as defined in the Intercreditor Agreement) pursuant to the applicable Revolving Credit Document (as defined in the Intercreditor Agreement) and any other customary intercreditor arrangements relating (y) prior to Indebtedness permitted hereunder the Discharge of Additional Obligations (and, as defined in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted Intercreditor Agreement) that are First Priority Refinancing Debt or Obligations (as defined in the Intercreditor Agreement), be pari passu and equal in priority to the Liens (as defined in the Intercreditor Agreement) granted to any Permitted Second First Priority Refinancing DebtAdditional Agent (as defined in the Guarantee and Collateral Agreement) for the benefit of the holders of the applicable Additional Obligations (as defined in the Intercreditor Agreement) that are First Priority Obligations (as defined in the Intercreditor Agreement), to permit secure such Indebtedness to be secured by a valid, perfected Lien Additional Obligations (with such priority as may be designated by defined in the Borrowers or the relevant Restricted Subsidiary, Intercreditor Agreement) pursuant to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that applicable Additional Documents (as defined in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Agreement). The Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that the relative priority of such Liens shall be created on (as defined in the Intercreditor Agreement) granted to the Collateral Agent, the Revolving Collateral Agent and any Additional Agent (as defined in the Intercreditor Agreement) may be determined solely pursuant to the Second Lien Credit DocumentsIntercreditor Agreement, which Liens shall be subject and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the terms and conditions of contrary, the Liens (as defined in the Intercreditor Agreement (Agreement) and security interest granted to the Collateral Agent pursuant to this Mortgage and the exercise of any right or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound remedy by and will take no actions contrary the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Mortgage, the terms of the Intercreditor Agreement shall govern and control as among the Collateral Agent, the Revolving Collateral Agent and any Additional Agent (or as defined in the Intercreditor Agreement). Notwithstanding any other provision hereof, (x) for so long as any Revolving Credit Obligations (as defined in the Intercreditor Agreement) remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral (as defined in the Guarantee and Collateral Agreement) shall be satisfied by causing such other customary intercreditor arrangementsSecurity Collateral (as defined in the Guarantee and Collateral Agreement) to be physically delivered to the Revolving Collateral Agent to be held in accordance with the Intercreditor Agreement and (iiiy) hereby authorizes for so long as any Additional Obligations (as defined in the Intercreditor Agreement) that are First Priority Obligations (as defined in the Intercreditor Agreement) remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral (as defined in the Guarantee and instructs Collateral Agreement) shall be satisfied by causing such Security Collateral (as defined in the Guarantee and Collateral Agreement) to be physically delivered to any First Priority Additional Agent (as defined in the Guarantee and Collateral Agreement) to be held in accordance with the Intercreditor Agreement. [SIGNATURE PAGE FOLLOWS] This Mortgage has been duly executed by [THE SERVICEMASTER COMPANY] and is intended to be effective as the date first above written. [THE SERVICEMASTER COMPANY], a Delaware corporation By: Name: Title: STATE OF) ) ) ss. COUNTY OF) ) This instrument was acknowledged before me on , by as of [THE SERVICEMASTER COMPANY]. NOTARY PUBLIC My Commission Expires Schedule A Description of the Owned Land EXHIBIT E-1 TO CREDIT AGREEMENT FORM OF OPINION OF DEBEVOISE & XXXXXXXX LLP July , 2007 Citibank, N.A., as Administrative Agent and Collateral Agent under the Credit Agreement referred to enter into below 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Each of the Intercreditor Lenders named in Schedule I attached hereto that are parties to the Credit Agreement referred to below ServiceMaster Term Loan Credit Agreement Ladies and Gentlemen: We have acted as special New York counsel to (i) CDRSVM Acquisition Co., Inc. a Delaware corporation (the “Borrower”), (ii) The ServiceMaster Company, a Delaware corporation (the “Company”), (iii) CDRSVM Holding, Inc., a Delaware corporation (“Holdings”) and any other customary intercreditor arrangements relating (iv) each of the Subsidiary Parties referred to Indebtedness permitted hereunder (andbelow, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party preparation, and execution and delivery today, of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by a) the Credit DocumentsAgreement, dated as of July 24, 2007 (the “Credit Agreement”), among the Borrower, the several banks and other financial institutions parties thereto (collectively, the “Lenders”), and to subject Citibank, N.A., as administrative agent (in such capacity, the Liens on “Administrative Agent”) and collateral agent (in such capacity, the “Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (aAgent”) Second Lien Creditors to extend credit to the Borrowers and (b) the agreements to which Holdings, the Borrower, the Company or any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to Subsidiary Party is today a party that are listed in Schedule II hereto (together with the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and Credit Agreement, the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable“Loan Documents”).

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are is authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents))Agreement, and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender and L/C Issuer (iand, by its acceptance of the benefits of any Collateral Document, each other Secured Party) understands, acknowledges and agrees that (a) hereby consents to the subordination of the Liens shall be created on the Collateral pursuant to securing the Second Lien Credit Documents, which Liens shall be subject to Obligations on the terms and conditions of set forth in the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (iib) hereby agrees that it will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement Agreement, (or such other customary intercreditor arrangements) and (iiic) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, in each case on behalf of such Lender or L/C Issuer (and, by its acceptance of the benefits of any Collateral Document, each other Secured Party) and to take all actions (and execute all documents) required (or deemed advisable) by Agent in accordance with the terms of the Intercreditor Agreement, in each case, without any further consent, authorization or other action by such Lender, L/C Issuer or Secured Party, (d) hereby agrees that no Lender or L/C Issuer (and, by its acceptance of the benefits of any Collateral Document, each other Secured Party) shall have any right of action whatsoever against Agent as a result of any action taken by Agent pursuant to this Section 11.20 or in accordance with the terms of the Intercreditor Agreement, and (e) acknowledges that a copy of the Intercreditor Agreement has been delivered, or made available, to such Lender, L/C or Secured Party, as applicable. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors Secured Parties to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers Borrower and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt Secured Parties are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. In the event of any conflict between the express terms and provisions of this Agreement (or any other customary intercreditor arrangementsLoan Document, if applicable)on the one hand, and of the Intercreditor Agreement, on the other hand, the terms and provisions of the Intercreditor Agreement shall control.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized 22.1 [Reference is made to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder Agreement, dated as of July [__], 0000, xxxxxxx XXXXXXXX XXXX XX XXXXXX, as [Priority Lien Agent] (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)defined therein), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon themU.S. BANK NATIONAL ASSOCIATION, as [Junior Lien Agent] (as defined therein). Each Lender Person that is secured hereunder, by accepting the benefits of the security provided hereby, (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (iiis deemed to agree) hereby agrees that it will be bound by by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (ii) authorizes (or is deemed to authorize) the [Priority Lien Agent] on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iii) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Debenture, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by provided therein, the Credit Documentsapplicable Security Documents (as defined in the Intercreditor Agreement)), and to subject . In the Liens on the Collateral securing the Obligations to event of any conflict or inconsistency between the provisions thereof. The foregoing provisions are intended as an inducement to of this Debenture and the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.] THIS DEBENTURE executed at Calgary, Alberta effective the date first written above. Bellatrix Exploration Ltd. Per: Name: Title: EXHIBIT 5(b) FORM OF SECURITY DOCUMENTS FORM OF GUARANTEE [See Attached.] FORM OF GUARANTEE GUARANTEE THIS GUARANTEE is made as of [•], 20 by [•], a [corporation/partnership/trust] subsisting under the laws of [•] (or other customary intercreditor arrangementsthe “Guarantor”), if applicablein favor of and for the benefit of the Guarantee Beneficiaries (as defined below).

Intercreditor Agreement. The Administrative Agent and Each Secured Party hereby grants to each of the Collateral Agent are authorized Facility Agents all requisite authority to enter into or otherwise become bound by the Intercreditor Agreement (including any Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or refunding of the Term Loans permitted hereunder) and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements bind the Secured Parties thereto by the Facility Agents’ entering into or waivers of or supplements to or other modifications tootherwise becoming bound thereby, and extensions, restructuring, renewals, replacements of, such agreement, including no further consent or approval on the part of any of the Secured Parties is or will be required in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions performance of the Intercreditor Agreement (including any Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or other customary intercreditor arrangementsrefunding of the Term Loans permitted hereunder), (ii) hereby agrees that it will be bound including, if required by the Intercreditor Agreement, amending any Collateral Documents to include a legend referencing the Intercreditor Agreement, and will take no all actions contrary taken by each Facility Agent under or pursuant to the provisions of the Intercreditor Agreement (including any Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or such other customary intercreditor arrangementsrefunding of the Term Loans permitted hereunder) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent shall be binding upon each Secured Party as if it were a direct signatory to enter into the Intercreditor Agreement (and including any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or refunding of the incurrence by any Credit Term Loans permitted hereunder). Each Secured Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debthereby acknowledges that, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, pursuant to the extent such priority is permitted by Intercreditor Agreement, the Credit Documents))Collateral Agent’s Lien, and to subject for the Liens on benefit of the Secured Parties, in certain of the Collateral securing the Obligations Secured Obligations, referred to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of in the Intercreditor Agreement (as the Term Priority Collateral, will be subordinated to the Lien of the Term Agent in such Term Priority Collateral. Notwithstanding anything to the contrary in this Agreement or in any other customary intercreditor arrangements, if applicable).Loan Document:

Intercreditor Agreement. The Administrative Agent Lenders and the Collateral Agent are authorized to enter into Issuing Banks acknowledge that obligations of the Intercreditor Agreement Borrower and any other customary intercreditor arrangements relating to the Subsidiaries under the Second Lien Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to will be secured by a valid, perfected Lien (with such priority as may be designated by Liens on assets of the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), Borrower and the parties hereto acknowledge Subsidiaries that constitute Collateral. At the Intercreditor Agreement and any other intercreditor arrangement entered into by request of the Borrower, the Administrative Agent and/or the Collateral Agent in accordance shall enter into the Intercreditor Agreement establishing the relative rights of the Secured Parties and of the secured parties under the Second Lien Indebtedness with this Section 10.26 is binding upon themrespect to the Collateral. Each Lender and each Issuing Bank hereby irrevocably (ia) understandsconsents to the treatment of Liens to be provided for under the Intercreditor Agreement, acknowledges (b) authorizes and agrees that Liens shall be created on directs the Administrative Agent and the Collateral pursuant Agent to execute and deliver the Second Lien Credit DocumentsIntercreditor Agreement and any documents relating thereto, which Liens shall in each case on behalf of such Lender or such Issuing Bank and without any further consent, authorization or other action by such Lender or 133 such Issuing Bank, (c) agrees that, upon the execution and delivery thereof, such Lender or such Issuing Bank will be subject to bound by the terms and conditions provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiid) agrees that no Lender or Issuing Bank 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 the Intercreditor Agreement. Each Lender and each Issuing Bank hereby further irrevocably authorizes and instructs directs the Administrative Agent and the Collateral Agent to enter into such amendments, supplements or other modifications to the Intercreditor Agreement (and in connection with any other customary intercreditor arrangements relating extension, renewal, refinancing or replacement of any Loans or any Second Lien Indebtedness as are reasonably acceptable to Indebtedness permitted hereunder (andthe Administrative Agent to give effect thereto, in each casecase on behalf of such Lender or such Issuing Bank and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications to, action by such agreements, including Lender or such Issuing Bank. The Administrative Agent and the Collateral Agent shall have the benefit of the provisions of this Section 9 with respect to all actions taken by it pursuant to this Section 9.10 or in connection accordance with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions terms of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)to the full extent thereof.

Intercreditor Agreement. The Administrative Agent Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement or any other Notes Security Document and the exercise of any right or remedy by the Collateral Agent hereunder or under any other Notes Security Document are authorized subject to enter into the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andNotes Security Document, in each case, any amendments, amendments and restatements, restatements or waivers the terms of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement shall govern and control with respect to any other intercreditor arrangement entered into by right or remedy. Without limiting the Administrative Agent and/or generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (iand the Secured Parties) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement, and until the Discharge of the Credit Agreement Obligations (or other customary intercreditor arrangementsas defined in the Intercreditor Agreement), (iii) hereby agrees no Grantor shall be required hereunder or under any other Notes Security Document to take any action that it will be bound by and will take no actions contrary to is inconsistent with such Grantor’s obligations under the provisions of Loan Documents (as defined in the Intercreditor Agreement (or such other customary intercreditor arrangementsAgreement) and (iiiii) hereby authorizes and instructs any obligation of any Grantor hereunder or under any other Notes Security Document with respect to the Administrative Agent and delivery or control of any Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person shall be deemed to be satisfied if the Grantor complies with the requirements of the similar provision of the applicable Loan Document. Until the Discharge of the Credit Agreement Obligations, the Collateral Agent may not require any Grantor to enter into take any action with respect to the creation, perfection or priority of its security interest, whether pursuant to the express terms hereof or of any other Notes Security Document or pursuant to the further assurances provisions hereof or any other Notes Security Document, unless the Applicable Collateral Agent shall have required such Grantor to take similar action (provided that the Collateral Agent may take any action to preserve or protect the validity and enforceability of the Liens granted hereunder in accordance with the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)Agreement), and to subject the Liens on the delivery of any Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement Applicable Collateral Agent pursuant to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) Loan Documents shall satisfy any potential provider of Permitted First Priority Refinancing Debt delivery requirement hereunder or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or under any other customary intercreditor arrangements, if applicable)Notes Security Document.

Intercreditor Agreement. The Administrative Agent Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are authorized subject to enter into the terms of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andthe terms of this Agreement, in each case, any amendments, amendments and restatements, restatements or waivers the terms of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of the Credit Agreement Obligations, all requirements of any other intercreditor arrangement entered into Pledgor pursuant to this Agreement to endorse, assign, transfer or otherwise deliver any Pledged Collateral to the Collateral Agent shall be deemed satisfied by endorsement, assignment or delivery of such Pledged Collateral to the Administrative Agent pursuant to the Credit Agreement Documents. Any endorsement, assignment, transfer or delivery to or Control by the Administrative Agent and/or shall be deemed an endorsement, assignment, transfer or delivery to or Control by the Collateral Agent in accordance with this Section 10.26 is binding upon themfor all purposes hereunder. Each Lender THIS SECURITY AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT DATED AS OF MAY 7, 2010 (i) understandsAS AMENDED, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangementsSUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME), AMONG C.P. ATLAS ACQUISITION CORP. (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)TO BE MERGED WITH AND INTO AMERICAN RENAL HOLDINGS INC.), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangementsTHE GRANTORS PARTY THERETO, if applicable)BANK OF AMERICA, N.A., AS CREDIT AGREEMENT ADMINISTRATIVE AGENT, WILMINGTON TRUST FSB, AS SENIOR SECURED NOTES COLLATERAL AGENT AND EACH ADDITIONAL NOTES COLLATERAL AGENT FROM TIME TO TIME PARTY THERETO.

Intercreditor Agreement. The Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (iLenders) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement Agreement, and until the Discharge of ABL Obligations (or other customary intercreditor arrangementsas defined in the Intercreditor Agreement), (i) no Loan Party shall be required hereunder or under any other Loan Document to take any action with respect to the ABL Priority Collateral intended or purporting to secure the ABL Obligations on a first priority basis that is inconsistent with such Loan Party’s obligations under the applicable ABL Documents and (ii) hereby agrees that it will be bound by and will take no actions contrary any obligation of any Loan Party hereunder or under any other Loan Document with respect to the provisions delivery or control of any of the Intercreditor Agreement (ABL Priority Collateral, the novation of any Lien on any certificate of title, xxxx of lading or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs document, the Administrative Agent and Collateral Agent giving of any notice to enter into any bailee or other Person, the Intercreditor Agreement (and provision of voting rights or the obtaining of any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andconsent of any Person, in each case, any amendmentswith respect to the ABL Priority Collateral, amendments and restatements, restatements or waivers of or supplements shall be deemed to or other modifications to, such agreements, including in connection be satisfied if the Loan Party complies with the incurrence by requirements of the similar provision of the applicable ABL Documents. Until the Discharge of ABL Obligations and subject to the express terms of the Loan Documents, the Administrative Agent and the Collateral Agent may not require any Credit Loan Party to take any action with respect to the creation, perfection or priority of its security interest in any of the ABL Priority Collateral intended or purporting to secure the ABL Obligations on a first priority basis, whether pursuant to the express terms hereof or of any Permitted First Priority Refinancing Debt other Loan Document or pursuant to the further assurances provisions hereof or any Permitted Second other Loan Document, unless the applicable agent under the applicable ABL Documents shall have required such Loan Party to take similar action, and delivery of any such ABL Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, Collateral to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations applicable agent pursuant to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers applicable ABL Documents and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary applicable intercreditor arrangements, if applicable)agreement shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. The Administrative Agent Notwithstanding anything herein to the contrary, each Grantor and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in on behalf of each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge Secured Party) agrees that the Intercreditor Agreement Lien and any other intercreditor arrangement entered into by the Administrative Agent and/or security interest granted to the Collateral Agent in accordance with pursuant to this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges Agreement and agrees that Liens shall be created on the exercise of any right or remedy by the Collateral pursuant to Agent hereunder, after the Second Lien Credit Documentsexecution and delivery thereof, which Liens shall be are subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the First Lien/Second Lien Intercreditor Agreement, the ABDC Intercreditor Agreement and each other intercreditor agreement entered into by the Collateral Agent with respect to the Secured Obligations. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement, the ABDC Intercreditor Agreement or any other intercreditor agreement entered into by the Collateral Agent with respect to the Secured Obligations and the terms of this Agreement (other than Article II hereof), the terms of the First Lien/Second Lien Intercreditor Agreement, the ABDC Intercreditor Agreement or such other customary intercreditor arrangements) agreement shall govern and (iii) hereby authorizes and instructs control at any time that the Administrative Agent and First Lien/Second Lien Intercreditor Agreement, the ABDC Intercreditor Agreement or such other intercreditor agreement is in effect. Notwithstanding anything to the contrary contained herein, the Collateral Agent acknowledges and agrees that no Grantor shall be required to enter into take or refrain from taking any action at the request of the Collateral Agent with respect to the Collateral if such action or inaction would be inconsistent with the terms of the ABDC Intercreditor Agreement (and or any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated agreement entered into by the Borrowers or the relevant Restricted Subsidiary, Collateral Agent with respect to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Secured Obligations.

Intercreditor Agreement. The Administrative Agent This Agreement and the Collateral Agent other Credit Documents are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions set forth in the Intercreditor Agreement in all respects and, in the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of Intercreditor Agreement shall govern. Notwithstanding anything herein to the contrary, the Lien and security interest granted to the Collateral Agent pursuant to any Credit Document and the exercise of any right or remedy in respect of the Collateral by the Collateral Agent (or any Secured Creditor) hereunder or under any other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary Credit Document are subject to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs in the Administrative Agent and Collateral Agent to enter into event of any conflict between the terms of the Intercreditor Agreement, this Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andCredit Document, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions terms of the Intercreditor Agreement shall govern and control with respect to the exercise of any such right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, no Credit Party shall be required hereunder or under any Credit Document to take any action with respect to the Collateral that is inconsistent with such Credit Parties’ obligations under the Intercreditor Agreement. Prior to the Discharge of Fixed Asset Obligations (as defined in the Intercreditor Agreement), the delivery or granting of “control” (as defined in the UCC) to the extent only one Person can be granted “control” therein under applicable law of any Fixed Asset Collateral (as defined in the Intercreditor Agreement) to the First Lien Collateral Agent pursuant to the terms of the Fixed Asset Collateral Documents (as defined in the Intercreditor Agreement) shall satisfy any such delivery or granting of “control” requirement hereunder or under any other customary intercreditor arrangements, if applicable).Credit Document with respect to any Fixed Asset Collateral to the extent that such delivery or granting of “control” is consistent with the terms of the Intercreditor Agreement. [Remainder of this page intentionally left blank; signature page follows]

Intercreditor Agreement. The Administrative Agent 22.1 Reference is made to (a) the Amended and Restated Intercreditor and Priority Agreement dated as of May [30], 2019, among NATIONAL BANK OF CANADA, as First Lien Representative (as defined therein), U.S. BANK NATIONAL ASSOCIATION, as Second Lien Representative (as defined therein), U.S. BANK NATIONAL ASSOCIATION, as Third Lien Representative (as defined therein) and the Collateral Agent are authorized to enter into Debtor (the “First Lien Intercreditor Agreement”) and (b) the Intercreditor and Priority Agreement dated as of May [30], 2019, among U.S. BANK NATIONAL ASSOCIATION, as Second Lien Representative (as defined therein), U.S. BANK NATIONAL ASSOCIATION, as Third Lien Representative (as defined therein) and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder the Debtor (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection collectively with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing DebtLien Intercreditor Agreement, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents“Intercreditor Agreements”)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender Secured Party, by accepting the benefits of the security provided hereby, (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (iiis deemed to agree) hereby agrees that it will be bound by by, and will take no actions contrary to, the provisions of the Intercreditor Agreements, (ii) authorizes (or is deemed to authorize) the Second Lien Representative on behalf of such Person to enter into, and perform under, the Intercreditor Agreements and (iii) acknowledges (or is deemed to acknowledge) that a copy of each Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Debenture, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (Agreements and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by provided therein, the Credit Documentsapplicable Security Documents (as defined in the applicable Intercreditor Agreement)), and to subject . In the Liens on the Collateral securing the Obligations to event of any conflict or inconsistency between the provisions thereof. The foregoing provisions are intended as an inducement to of this Debenture and the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and Intercreditor Agreements, the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreements shall control.

Intercreditor Agreement. The Administrative Agent Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Security Agreement are authorized expressly subject and subordinate to enter into the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Credit Suisse AG, Cayman Islands Branch, as administrative agent, pursuant to or in connection with the Amended and Restated Credit Agreement dated as of September 28, 2007 (as amended, restated, supplemented or otherwise modified from time to time), among First Data Corporation, the lenders from time to time party thereto and Credit Suisse, AG, Cayman Islands Branch, as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of December 17, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Xxxxx Fargo Bank, National Association, as Initial Additional Second Priority Representative and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andthe terms of this Security Agreement, in each case, any amendments, amendments and restatements, restatements or waivers the terms of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement shall govern. Without limiting the generality of the foregoing, and any other intercreditor arrangement entered into by notwithstanding anything herein to the Administrative Agent and/or contrary, all rights and remedies of the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (iand the Secured Parties) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) hereby agrees that it will be bound by and will take no actions contrary and, with respect to the provisions Collateral, until the Discharge of Senior Obligations (as such term is defined in the Intercreditor Agreement) has occurred, any obligation of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (Issuer and any other customary intercreditor arrangements relating Grantor hereunder with respect to Indebtedness permitted hereunder (andthe delivery or Control of any Collateral, in each caseshall be deemed to be satisfied if the Issuer or such Grantor, as applicable, delivers such Collateral to the Senior Representative or provides the Senior Representative with Control of such Collateral. Until the Discharge of Senior Obligations has occurred, the delivery of any Collateral to, or the Control of any Collateral by, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, Senior Representative (as such agreements, including term is defined in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, Intercreditor Agreement) pursuant to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) Senior Debt Documents shall satisfy any potential provider of Permitted First Priority Refinancing Debt delivery or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Control requirement hereunder.

Intercreditor Agreement. The Administrative Agent and In the Collateral Agent are authorized to enter into event of any conflict between the terms of the ABL Intercreditor Agreement and this Agreement (other than Section 2.1 hereof), the terms of the ABL Intercreditor Agreement shall govern. Notwithstanding anything herein to the contrary, the priority of the Lien and security interest granted to the Administrative Agent pursuant to any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments Loan Document and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party exercise of any Permitted First Priority Refinancing Debt right or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by remedy in respect of the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into Pledged Collateral by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or any Secured Party) hereunder or under any other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary Loan Document are subject to the provisions of the ABL Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs in the Administrative Agent and Collateral Agent to enter into event of any conflict between the terms of the ABL Intercreditor Agreement (and any other customary intercreditor arrangements relating Loan Document, the terms of the ABL Intercreditor Agreement shall govern and control with respect to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party exercise of any Permitted First Priority Refinancing Debt such right or any Permitted Second Priority Refinancing Debtremedy. Notwithstanding anything herein to the contrary, prior to permit such Indebtedness to be secured by a validthe Discharge of Revolving Credit Obligations (as defined in the ABL Intercreditor Agreement), perfected Lien (with such priority i) the delivery or granting of “control” (as may be designated by defined in the Borrowers or the relevant Restricted Subsidiary, UCC) to the extent such priority is permitted only one Person can be granted “control” therein under applicable law of any ABL Collateral (as defined in the ABL Intercreditor Agreement) by the administrative agent under the ABL Credit Documents)), and to subject the Liens on the Collateral securing the Obligations Agreement pursuant to the provisions thereof. The foregoing provisions are intended terms of the Revolving Credit Collateral Documents (as an inducement defined in the ABL Intercreditor Agreement) shall satisfy any such “control” requirement hereunder or under any other Loan Document with respect to any ABL Collateral to the extent that such “control” is consistent with the terms of the ABL Intercreditor Agreement and (aii) Second Lien Creditors to extend credit the possession of any ABL Collateral by the administrative agent under the ABL Credit Agreement pursuant to the Borrowers and terms of the Revolving Credit Collateral Documents (bas defined in the ABL Intercreditor Agreement) shall satisfy any potential provider of Permitted First Priority Refinancing Debt such possession requirement hereunder or Permitted Second Priority Refinancing Debt under any other Loan Document with respect to extend credit ABL Collateral to the Borrowers and extent that such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and possession is consistent with the provisions terms of the ABL Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The Administrative Agent This Agreement and the Collateral Agent other Credit Documents are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions set forth in the Intercreditor Agreement in all respects and, in the event of any conflict between the terms of the Intercreditor Agreement and this Agreement or any other Credit Document, the terms of Intercreditor Agreement shall govern. Notwithstanding anything herein to the contrary, the Lien and security interest granted to the Collateral Agent pursuant to any Credit Document and the exercise of any right or remedy in respect of the Collateral by the Collateral Agent (or any Secured Creditor) hereunder or under any other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary Credit Document are subject to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs in the Administrative Agent and Collateral Agent to enter into event of any conflict between the terms of the Intercreditor Agreement, this Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andCredit Document, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions terms of the Intercreditor Agreement shall govern and control with respect to the exercise of any such right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, no Credit Party shall be required hereunder or under any Credit Document to take any action with respect to the Collateral that is inconsistent with such Credit Parties’ obligations under the Intercreditor Agreement. Prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), (i) the delivery or granting of “control” (as defined in the UCC) to the extent only one Person can be granted “control” therein under applicable law of any Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the collateral agent under the ABL Credit Agreement pursuant to the terms of the Revolving Credit Collateral Documents (as defined in the Intercreditor Agreement) shall satisfy any such delivery or granting of “control” requirement hereunder or under any other customary intercreditor arrangements, if applicable)Credit Document with respect to any ABL Collateral to the extent that such delivery or granting of “control” is consistent with the terms of the Intercreditor Agreement and (ii) the possession of any ABL Collateral by the collateral agent under the ABL Credit Agreement pursuant to the terms of the ABL Collateral Documents (as defined in the Intercreditor Agreement) shall satisfy any such possession requirement hereunder or under any other Credit Document with respect to ABL Collateral to the extent that such possession is consistent with the terms of the Intercreditor Agreement. Any reference herein or in any other Credit Document to a security interest of “first priority” shall mean the priority set forth in the Intercreditor Agreement.

Intercreditor Agreement. The Administrative Agent Notwithstanding anything herein to the contrary, the security interest granted to the Collateral Agent, for the benefit of the Credit Parties, herein and the exercise of any right or remedy by the Collateral Agent hereunder are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs Agreement. In the Administrative Agent and Collateral Agent to enter into event of any conflict between the terms of the Intercreditor Agreement (and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Grantor expressly acknowledges that notwithstanding the fact that the exercise of certain of the Collateral Agent’s and the other Credit Parties’ rights under this Agreement and the other Loan Documents may be subject to the Intercreditor Agreement, no action taken or not taken by the Collateral Agent or any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, Credit Party in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection accordance with the incurrence terms of the Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by the Collateral Agent or any other Credit Party of any Permitted First Priority Refinancing Debt or rights such Person has with respect to any Permitted Second Priority Refinancing DebtGrantor under any Loan Document and except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to permit such Indebtedness to be secured by a validmodify any of the provisions of this Agreement and the other Loan Documents, perfected Lien (with such priority which, as may be designated by among the Borrowers or other Grantors, the relevant Restricted SubsidiaryCollateral Agent and the other Credit Parties, shall remain in full force and effect. If and to the extent the ABL Agent is in possession or control of any ABL Priority Collateral, the ABL Agent shall be deemed for all purposes to be holding such priority is permitted by ABL Priority Collateral as the representative of and for the benefit of the Collateral Agent, on behalf of the Credit Documents)), Parties. So long as the ABL Agent is acting as bailee and to subject the Liens as agent for perfection on behalf of the Collateral securing the Obligations Agent pursuant to the provisions thereof. The foregoing provisions are intended as an inducement terms hereof, any obligation of any Grantor in this Agreement that requires endorsement or delivery of any ABL Priority Collateral to, or the possession or control of any ABL Priority Collateral by, the Collateral Agent shall be deemed to the (a) Second Lien Creditors to extend credit to the Borrowers be complied with and (b) any potential provider of Permitted First Priority Refinancing Debt satisfied if such endorsement or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries delivery of such provisions and ABL Priority Collateral is made to, or such possession or control of such ABL Priority Collateral is by, the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)ABL Agent.

Intercreditor Agreement. The Administrative Agent Notwithstanding anything herein to the contrary, the Lien and security interest granted to the Collateral Agent are authorized pursuant to enter into the Intercreditor this Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party exercise of any Permitted First Priority Refinancing Debt right or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured remedy by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 hereunder is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control. Each Obligor agrees that, in the event any Obligor takes any action to grant or perfect a Lien in favor of the First Lien Agent in any assets, such Obligor shall also take such action to grant or perfect a Lien (subject to the Intercreditor Agreement) in favor of the Collateral Agent to secure the Secured Obligations without request of the Collateral Agent. Notwithstanding anything herein to the contrary, prior to the First Lien Lender Termination Date (as defined in the Intercreditor Agreement), (i) the requirements of this Agreement to endorse, assign or deliver Collateral to the Collateral Agent shall be deemed satisfied by endorsement, assignment or delivery of such other customary intercreditor arrangementsCollateral to the First Lien Agent, (ii) and any endorsement, assignment or delivery to the First Lien Agent shall be deemed an endorsement, assignment or delivery to the Collateral Agent for all purposes hereunder, (iii) hereby authorizes and instructs the Administrative Agent and requirements of this Agreement to perfect by Control the Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, Agent’s security interest in each case, any amendments, amendments and restatements, restatements a Deposit Account or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to Securities Account shall be secured by a valid, perfected Lien (with such priority as may be designated deemed satisfied by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second First Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries Agent’s obtaining Control of such provisions and Deposit Account or Securities Account on behalf of the provisions Secured Parties. For purposes of the Intercreditor Agreement and for the avoidance of doubt, each Obligor grants to the First Lien Agent for the benefit of the Collateral Agent and the other Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or other customary intercreditor arrangementsotherwise) of all the Secured Obligations, if applicable)a continuing security interest in all Deposit Accounts and Securities Accounts.

Intercreditor Agreement. The Administrative Agent and Each Person that is secured hereunder, by accepting the Collateral Agent are authorized benefits of the security provided hereby, (i) consents (or is deemed to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiaryconsent), to the extent such priority is permitted by subordination of Liens in favor of the Credit Documents)), and the parties hereto acknowledge that Collateral Trustee as provided for in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) hereby agrees (or is deemed to agree) that it will be bound by by, and will take no actions contrary to to, the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and Agreement, (iii) hereby authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Administrative Agent Collateral Trustee on behalf of such Person to enter into, and perform under, the Intercreditor Agreement as “Second Lien Collateral Agent Agent” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Holder or the Administrative Agent, to add additional Indebtedness as Priority Refinancing Lien Debt, Parity Lien Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Junior Lien Debt (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted to be incurred and secured by the Credit Documents)), applicable Secured Debt Documents and subject to the provisions of Article 5 of this Agreement) and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second lenders under the Parity Lien Creditors Documents to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Company, as the borrower under the Parity Lien Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers , and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions this provision and the provisions of the Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative, or of agents or bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this Agreement (or the other customary intercreditor arrangements, if applicable)Parity Lien Security Documents shall not be required.

Intercreditor Agreement. The Administrative Agent, the Borrowers and First Lien Lender have entered into the Intercreditor Agreement. To the extent any provision of this Agreement conflicts with or is otherwise inconsistent with the Intercreditor Agreement, the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, notwithstanding anything to the contrary in this Agreement or any other Loan Document, until the Payment in Full of First Lien Priority Debt, (a) any assignment, endorsement, delivery or transfer of Collateral hereunder to Agent shall be to First Lien Lender, (b) any delivery of any Collateral or any other item to Agent required hereunder shall be to First Lien Lender, (c) all items required to be delivered to Agent hereunder, including, without limitation, stock certificates and chattel paper, shall be delivered to First Lien Lender as contractual representative for purposes of perfection for the Agent and Lenders, (d) as and to the extent provided in the Intercreditor Agreement, all distributions, dividends or other property paid or payable with respect to any Collateral shall be paid to the First Lien Lender, and (e) notwithstanding anything herein to the contrary, all Liens created under this Agreement or any other Loan Document, and rights and remedies of the Agent (and the Lenders) in respect thereof, shall be subject to and limited by the terms of the Intercreditor Agreement (as among the First Lien Lender, the Agent and the Lenders). Any provision of this Agreement or any other Loan Document to the contrary notwithstanding, prior to the Payment in Full of First Lien Priority Debt, no Loan Party shall be required to act or refrain from acting with respect to any Collateral Agent are authorized to enter into if compliance by such Loan Party with such requirement would result in a breach of or constitute a default under the Intercreditor Agreement and any other customary intercreditor arrangements relating (provided, the foregoing shall not limit the deemed occurrence of, or ability of the Agent to Indebtedness permitted hereunder (and, in each casedeclare, any amendmentsDefault or Event of Default hereunder due to such failure to act or refraining from acting, amendments it being agreed and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge understood that the Intercreditor Agreement delineates the rights and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understandspowers, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions therein contained, of the Intercreditor Agreement (or other customary intercreditor arrangements)First Lien Lender, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent the Lenders, as among themselves). If any Loan Party shall grant a security interest in or pledge any assets or undertake any actions to enter into the Intercreditor Agreement (and perfect or protect any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including Liens in connection with the incurrence by any Credit Security Instruments, such Loan Party of any Permitted First Priority Refinancing Debt may simultaneously grant a security interest in and pledge such assets or any Permitted Second Priority Refinancing Debt, undertake such actions with respect to permit such Indebtedness assets as necessary to be secured by a valid, perfected Lien (comply with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of set forth in the Intercreditor Agreement (and the First Lien Loan Documents, without further request or consent by the Agent or any other customary intercreditor arrangements, if applicable)Credit Party.

Intercreditor Agreement. The By execution of this Agreement, each Lender acknowledges, and agrees to be bound by, the terms of the Intercreditor Agreement, and further authorizes and directs the Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (on its behalf. The Lenders hereunder expressly acknowledge and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with agree that if the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers Intercreditor Agreement is terminated or the relevant Restricted Subsidiary, terms of Section 2.3 of the Intercreditor Agreement provide for application of proceeds of the SpaceCom Collateral to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the outstanding Loans (a) Second Lien Creditors the SpaceCom Parties shall thereafter continue to extend credit have the right to sell SpaceCom Collateral in the Borrowers ordinary course of business (within the meaning provided in Section 9-320(a) of the Uniform Commercial Code in effect in the State of New York on the date of the First Amendment to Credit Agreement), free and clear of the lien of the Lenders and (b) any potential provider such application of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit proceeds of SpaceCom Collateral to the Borrowers Loans shall only be required until, and to the extent necessary to achieve, a release of the liens on SpaceCom Collateral in accordance with the terms of Section 9.15 hereof, provided that the Borrower may take up to 30 days to make application of the net cash proceeds, so long as the net cash proceeds necessary to achieve such Second Lien Creditors and release are delivered to the Collateral Agent as cash collateral pending such providers application. If, in connection with any delivery of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries net cash proceeds as cash collateral pending application to the Loans hereunder, (i) during the interim period between the date of such provisions delivery of the net cash proceeds as cash collateral and the provisions date of application thereof either of the conditions to release of collateral identified in the parenthetical in Section 9.15 fail to be true, the Borrower will make immediate application to the Loans the entire amount of net cash proceeds received in connection with the assets which were the subject of the release, including the portion of net cash proceeds held as cash collateral pending application, and (ii) at the end of the 30-day period the Borrower shall have failed to obtain a release of the SpaceCom Collateral in accordance with the requirements of Section 9.15, the net cash proceeds held as cash collateral will be applied to the Loans hereunder. Further, the Lenders hereunder acknowledge that if the indebtedness outstanding under the Senior Credit Documents (as defined in the Intercreditor Agreement (or other customary ) is paid in full and the Senior Credit Documents are terminated, SpaceCom shall thereafter have the right to incur up to $125 million of new First Tier Indebtedness and the Lenders agree that they will acknowledge and reaffirm any such additional indebtedness as constituting "First Tier Indebtedness" under a new intercreditor arrangements, if applicable)agreement substantially identical to the Intercreditor Agreement.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, Notwithstanding anything herein to the extent such contrary, the priority is permitted by of the Credit Documents)), and Liens granted to the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to this Agreement and the Second Lien Credit DocumentsOther Documents and the exercise, which Liens shall be subject after the occurrence and during the continuance of an Event of Default, of any right or remedy by the Agent or any Lender with respect to the terms and conditions certain of the Intercreditor Agreement (Collateral hereunder or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary under any Other Document are subject to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) Agreement. In the event of any direct and (iii) hereby authorizes and instructs irreconcilable conflict between the Administrative Agent and Collateral Agent to enter into terms of the Intercreditor Agreement and this Agreement with respect to (a) the priority of Liens granted to the Agent in the Collateral pursuant to this Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder the Other Documents or (and, in each case, any amendments, amendments and restatements, restatements or waivers b) the rights of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt Agent or any Permitted Second Priority Refinancing DebtLender under this Agreement with respect to certain Collateral after the occurrence and during the continuance of an Event of Default, the terms of the Intercreditor Agreement shall govern and control. Any reference in this Agreement or any Other Document to permit such Indebtedness “first priority lien” or words of similar effect in describing the Liens created hereunder or under any Other Document shall be understood to be secured by a valid, perfected Lien (with refer to such priority as may set forth in the Intercreditor Agreement. Nothing in this Section 16.20 shall be designated by the Borrowers construed to provide that any Borrower or the relevant Restricted Subsidiary, to the extent such priority Guarantor is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider a third party beneficiary of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement and each Borrower or Guarantor (x) agrees that, except as expressly otherwise provided in the Intercreditor Agreement, nothing in the Intercreditor Agreement is intended or shall impair the obligation of any Borrower or Guarantor to pay the obligations under this Agreement or any Other Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors of any Borrower or Guarantor, other customary intercreditor arrangementsthan the Agent and the Lenders as between themselves and (y) if the Agent shall enforce its rights or remedies in violation of the terms of the Intercreditor Agreement, agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance with the terms of this Agreement and the Other Documents by the Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against the Agent or any Lender and agrees to abide by the terms of this Agreement and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the Payment In Full of the Term Loan Obligations (each term as defined in the Intercreditor Agreement) to the extent that any Borrower or Guarantor is required to (i) give physical possession over any Term Loan Priority Collateral to the Agent under this Agreement or the Other Documents, such requirement to give possession shall be satisfied if applicable)such Collateral is delivered to and held by the Term Loan Agent pursuant to the Intercreditor Agreement and (ii) take any other action with respect to the Collateral or any proceeds thereof, including delivery of such Collateral or proceeds thereof to the Agent, such action shall be deemed satisfied to the extent undertaken with respect to the Term Loan Agent.

Intercreditor Agreement. The Administrative Agent and Each Person that is secured hereunder, by accepting the Collateral Agent are authorized benefits of the security provided hereby, (i) consents (or is deemed to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiaryconsent), to the extent such priority is permitted by subordination of Liens in favor of the Credit Documents)), and the parties hereto acknowledge that Collateral Trustee as provided for in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) hereby agrees (or is deemed to agree) that it will be bound by by, and will take no actions contrary to to, the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) Agreement, and (iii) hereby authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Administrative Agent Collateral Trustee on behalf of such Person to enter into, and perform under, the Intercreditor Agreement as “Senior Third Lien Collateral Agent Agent” (as defined in the Intercreditor Agreement) as “Junior Third Lien Collateral Agent” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Holder (as defined in the Second Lien Indenture), the Senior Third Lien Administrative Agent or the Junior Third Lien Administrative Agent, to add additional Indebtedness as Priority Refinancing Lien Debt, Second Lien Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Parity Lien Debt (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted to be incurred and secured by the Credit Documents)), applicable Secured Debt Documents and subject to the provisions of Article 5 of this Agreement) and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt, Second Lien Debt or Parity Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second lenders under the Parity Lien Creditors Documents to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to Company, as the Borrowers borrower under the Parity Lien Debt, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions this provision and the provisions of the Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, (x) to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative, or of agents or bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this Agreement or the other Parity Lien Security Documents shall not be required and (y) to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Second Lien Representative, or of agents or bailees of the Second Lien Representative, the perfection actions and related deliverables described in this Agreement or the other customary intercreditor arrangements, if applicable)Second Lien Security Documents shall not be required.

Intercreditor Agreement. The Administrative Agent This Article 13 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. The Company, Intermediate Holdco and each Subsidiary Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Notes, by its acceptance of the Notes (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Collateral Agent are authorized Trustee on behalf of each Second Lien Secured Party to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit DocumentsCollateral Trustee on behalf of such Second Lien Secured Parties. In addition, which Liens shall be subject to the terms and conditions each Holder of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby Notes authorizes and instructs the Administrative Agent and Collateral Agent Trustee to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Holder or the Trustee, to add additional Indebtedness as Priority Refinancing Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any Permitted Second Priority Refinancing Debt, to permit authorized agent or trustee therefor) holding such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors lenders under the Credit Agreement to extend credit to the Borrowers Company and (b) any potential provider certain of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers its Subsidiaries, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The Administrative Lenders, Letter of Credit Issuer and any other holder of any Obligations acknowledge that the Term Loan Debt is secured by Liens on the Collateral and that the exercise of certain of the rights and remedies of Collateral Agent under the Loan Documents may be subject to the provisions of the Intercreditor Agreement. Each Lender and Letter of Credit Issuer irrevocably (a) consents to the subordination of Liens provided for under the Intercreditor Agreement and the Collateral other terms and conditions therein, (b) authorizes and directs the Agent are authorized to enter into execute and deliver the Intercreditor Agreement and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder (andthereto, in each case, any amendments, amendments on behalf of such Lender or such Letter of Credit Issuer and restatements, restatements to take all actions (and execute all documents) required (or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence deemed advisable) by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent it in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms of the Interecreditor Agreement, in each case, and conditions without any further consent, authorization or other action by such Lender or Letter of Credit Issuer, (c) agrees that, upon the execution and delivery thereof, such Lender and Letter of Credit Issuer will be bound by the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement, (d) agrees that no Lender or Letter of Credit Issuer shall have any right of action whatsoever against any Agent as a result of any action taken by any Agent pursuant to this Section or in accordance with the terms of the Intercreditor Agreement and (e) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement has been delivered, or made available, to such other customary intercreditor arrangements) Lender and (iii) Letter of Credit Issuer. Each Lender hereby further irrevocably authorizes and instructs directs the Administrative Agent and Collateral Agent to enter into such amendments, supplements or other modifications to the Intercreditor Agreement as are approved by Agents and the Required Lenders (except as to any amendment that expressly requires the approval of all Lenders as set forth in Section 14.2), provided, that, Collateral Agent may execute and deliver such amendments, supplements and modifications thereto as are contemplated by Section 6.3 of the Intercreditor Agreement in connection with any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andextension, renewal, refinancing or replacement of this Agreement or any refinancing of the Obligations, in each case, on behalf of such Lender and Letter of Credit Issuer and without any amendmentsfurther consent, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications to, such agreements, including action by any Lender or Letter of Credit Issuer. Agents shall have the benefit of the provisions of Section 15 with respect to all actions taken by any of them pursuant to this Section or in connection accordance with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions terms of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)to the full extent thereof.

Intercreditor Agreement. The Administrative Agent Second Lien Collateral Agent, First Lien Agent, Grantors and the Collateral Agent are authorized to enter Borrower have entered into the that certain Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder of event date hereof (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with as the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as same may be designated by the Borrowers amended, restated, supplemented or the relevant Restricted Subsidiary, otherwise modified from time to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral time pursuant to the Second Lien Credit Documentsterms thereof, which Liens the "Closing Date Intercreditor Agreement"). To the extent any provision of this Agreement conflicts with the Closing Date Intercreditor Agreement, the Closing Date Intercreditor Agreement shall be subject to control. Without limiting the terms and conditions generality of the foregoing, until the First Lien Loan Termination Date (as such term is defined in the Closing Date Intercreditor Agreement (or other customary intercreditor arrangementsAgreement), (iia) hereby agrees that it will any assignment or transfer of Collateral hereunder to Second Lien Collateral Agent shall be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andFirst Lien Agent, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider request or consent of Permitted Second Lien Collateral Agent required or made hereunder shall be deemed to be required or made by the First Priority Refinancing Debt Lien Agent, (c) any deliver of any Collateral or Permitted any other item to Second Priority Refinancing Debt to extend credit Lien Collateral Agent required hereunder shall be to the Borrowers and such First Lien Agent, (d) any right of the Second Lien Creditors and such providers Collateral Agent to require a Grantor to cause the Second Lien Collateral Agent to obtain exclusive Control of Permitted any Investment Property shall be vested in the First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions Lien Agent, (e) any right of the Intercreditor Agreement Second Lien Collateral Agent to assert any claims on behalf of a Grantor shall be vested in the First Lien Agent, (f) the Second Lien Collateral Agent (or its nominee) shall not exercise any rights pursuant to its appointment as attorney-in-fact pursuant to Section 7.1 hereof, (g) Second Lien Collateral Agent shall not exercise any voting or other customary intercreditor arrangementsconsensual rights set forth in Section 5.3(d) hereof and (h) all items required to be delivered to Second Lien Collateral Agent hereunder, if applicable)including without limitation, stock certificates, distributions, dividends, instruments, chattel paper or other property paid or payable with respect to any of the Collateral shall be delivered to First Lien Agent as contractual representative for purposes of perfection for the Second Lien Collateral Agent and Lenders.

Intercreditor Agreement. The Administrative Each Lender hereunder authorizes and instructs Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Lender. Each Lender hereby acknowledges that it has received and reviewed each Intercreditor Agreement. Each of the Lenders agrees to be bound by each Intercreditor Agreement. Nothing in this Section 14.27 shall be construed to provide that any Obligor is a third party beneficiary of the provisions of each Intercreditor Agreement or may assert any rights, defenses or claims on account of such Intercreditor Agreement or this Section 14.27 (other than as set forth in the last sentence hereof), and each Obligor agrees that nothing in any Intercreditor Agreement is intended or shall impair the obligation of any Obligor to pay the obligations under this Agreement, or any other customary intercreditor arrangements relating Loan Document as and when the same become due and payable in accordance with their respective terms, or to Indebtedness permitted hereunder (andaffect the relative rights of the creditors with respect to any Obligor or except as expressly otherwise provided in the applicable Intercreditor Agreement as to a Obligor’s obligations, such Obligor’s properties. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the payment in each casefull of the Senior Obligations, any amendments, amendments and restatements, restatements covenant hereunder or waivers under any other Loan Document requiring (or any representation or warranty hereunder to the extent that it would have the effect of requiring) any Obligor to deliver possession or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party control of any Permitted First Priority Refinancing Debt Collateral to Lender under this Agreement or the other Loan Documents, may be satisfied (or in the case of any representation or warranty, shall be deemed to be true) if possession or control over such Collateral is delivered to and held by either Senior Lender pursuant to the Intercreditor Agreement. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (a) any reference in this Agreement or any Permitted Second Priority Refinancing Debt, other Loan Document to permit such Indebtedness “first priority lien” or words of similar effect in describing the Liens created hereunder or under any other Loan Document shall be understood to be secured by a valid, perfected Lien (with refer to such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that set forth in the Intercreditor Agreement and Agreement, (b) in the event of any other intercreditor arrangement entered into by conflict between the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the express terms and conditions of this Agreement or any other Loan Document, on the one hand, and of the Intercreditor Agreement (or Agreement, on the other customary intercreditor arrangements)hand, (ii) hereby agrees that it will be bound by the terms and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) shall control, and (iiic) hereby authorizes the rights and instructs remedies afforded to the Administrative Agent and Collateral Agent the other Lenders hereunder and under the other Loan Documents are subject to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)all respects.

Intercreditor Agreement. The Administrative Agent This Article 13 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Notes, by its acceptance of the Notes (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Collateral Agent are authorized Trustee (and the Trustee to direct the Collateral Trustee) on behalf of each Holder of Notes to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder as Second Lien Collateral Trustee (and, as defined in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (iAgreement) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the behalf of such Holders of Notes as Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of Secured Parties (as defined in the Intercreditor Agreement (or other customary intercreditor arrangementsAgreement). In addition, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions each Holder of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby Notes authorizes and instructs the Administrative Agent and Collateral Agent Trustee to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Holder or the Trustee, to add additional Indebtedness as Priority Refinancing Lien Debt or Parity Lien Debt and add other parties (or any Permitted Second Priority Refinancing Debt, to permit authorized agent or trustee therefor) holding such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors lenders under the Credit Agreement to extend credit to the Borrowers Company and (b) any potential provider certain of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers its Subsidiaries, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The Administrative Agent and Each Person that is secured hereunder, by accepting the Collateral Agent are authorized benefits of the security provided hereby, (i) consents (or is deemed to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiaryconsent), to the extent such priority is permitted by subordination of Liens in favor of the Credit Documents)), and the parties hereto acknowledge that Collateral Trustee as provided for in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) hereby agrees (or is deemed to agree) that it will be bound by by, and will take no actions contrary to to, the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) Agreement, and (iii) hereby authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Administrative Agent Collateral Trustee on behalf of such Person to enter into, and perform under, the Intercreditor Agreement as “Second Lien Collateral Agent Trustee” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees, upon receipt of an Officer’s Certificate and an Opinion of Counsel stating that the same is authorized or permitted under the Intercreditor Agreement, to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First holder of Parity Lien Obligations or the Trustee, to add additional Indebtedness as Priority Refinancing Lien Debt, Parity Lien Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Junior Lien Debt (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted to be incurred and secured by the Credit applicable Secured Debt Documents)), ) and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors lenders under the Credit Agreement to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to Company, as the Borrowers borrower under the Credit Agreement, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions this provision and the provisions of the Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Collateral Agent, or of agents or bailees of the Priority Lien Collateral Agent, the perfection actions and related deliverables described in this Agreement (or the other customary intercreditor arrangements, if applicable)Parity Lien Security Documents in respect of such Collateral or of any account in which such Collateral is held shall not be required.

Intercreditor Agreement. The Administrative Agent and Each Secured Party hereby grants to each of the Collateral Agent are authorized Facility Agents all requisite authority to enter into or otherwise become bound by the Intercreditor Agreement (including any Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or refunding of the Term Loans permitted hereunder) and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements bind the Secured Parties thereto by the Facility Agents’ entering into or waivers of or supplements to or other modifications tootherwise becoming bound thereby, and extensions, restructuring, renewals, replacements of, such agreement, including no further consent or approval on the part of any of the Secured Parties is or will be required in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions performance of the Intercreditor Agreement (including any Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or other customary intercreditor arrangementsrefunding of the Term Loans permitted hereunder), including, if required by the Intercreditor Agreement, amending any Collateral Documents (iias defined in the U.S. Facility) hereby agrees that it will be bound to include a legend referencing the Intercreditor Agreement, and all actions taken by and will take no actions contrary each Facility Agent under or pursuant to the provisions of the Intercreditor Agreement (including any Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or such other customary intercreditor arrangementsrefunding of the Term Loans permitted hereunder) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent shall be binding upon each Secured Party as if it were a direct signatory to enter into the Intercreditor Agreement (and including any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including Intercreditor Agreement entered into in connection with any renewal, extension, refinancing, exchange or refunding of the incurrence by any Credit Term Loans permitted hereunder). Each Secured Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debthereby acknowledges that, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, pursuant to the extent such priority is permitted by Intercreditor Agreement, the Credit Documents))Collateral Agent’s Lien, and to subject for the Liens on benefit of the Secured Parties, in certain of the Collateral securing the Obligations Secured Obligations, referred to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of in the Intercreditor Agreement (as the Term Priority Collateral, will be subordinated to the Lien of the Term Agent in such Term Priority Collateral. Notwithstanding anything to the contrary in this Agreement or in any other customary intercreditor arrangements, if applicable).Loan Document:

Intercreditor Agreement. The Administrative Agent Each of the Loan Parties, the Agent, the Lenders and the Collateral other Credit Parties (i) consents to and ratifies the execution by the Agent are authorized to enter into of the ABL Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements contemplated thereby made in accordance with the terms of the ABL Intercreditor Agreement, (ii) hereby agrees that it will be bound by (to or other modifications the extent applicable to it) and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (iii) acknowledges that it has received a copy of the ABL Intercreditor Agreement and that the exercise of certain of the Agent’s rights and remedies hereunder may be subject to, and extensionsrestricted by, restructuringthe provisions of the ABL Intercreditor Agreement. Except as specified herein, renewalsnothing contained in the ABL Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents, replacements ofwhich, such agreementas among the Loan Parties, including the Agent, the Lenders and the other Credit Parties shall remain in connection with full force and effect. The parties hereto acknowledge: (i) that the incurrence by any Credit Party exercise of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as certain of the Agent’s rights and remedies hereunder may be designated by subject to, and restricted by, the Borrowers or provisions of the relevant Restricted SubsidiaryABL Intercreditor Agreement, and (ii) to the extent any Loan Party is required to deliver any Collateral to the Agent for purposes of possession and control and is unable to do so as a result of having delivered such priority is permitted by Collateral to the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Revolver Agent in accordance with this Section 10.26 is binding upon themthe terms of the ABL Intercreditor Agreement, such Loan Party’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the Revolver Agent, acting as agent for perfection of the Agent. Each Lender hereby (i) understands, acknowledges and agrees that Liens shall be created on this Agreement and the Collateral pursuant to the Second Lien Credit other Loan Documents, which Liens shall be and the rights and remedies of the Agent and the Lenders hereunder and thereunder, are subject to the terms and conditions of the ABL Intercreditor Agreement (and to the extent any term of this Agreement or any other customary intercreditor arrangementsLoan Document conflicts or is inconsistent with the terms hereof, the terms of the ABL Intercreditor Agreement shall control), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the ABL Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted Each Lender hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a) acknowledges that it has received a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions copy of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (iib) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiic) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (as Collateral Agent and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers on behalf of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, Lender. Notwithstanding anything herein to the extent such contrary, the priority is permitted by the Credit Documents)), and to subject of the Liens on in the Collateral securing the Obligations Obligations, the exercise of any right or remedy with respect thereto and certain of the rights of the Secured Parties are subject to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. In the event of any direct and irreconcilable conflict between the terms of the Intercreditor Agreement and those of this Agreement, the terms of the Intercreditor Agreement shall govern and control. Any reference in this Agreement to “first priority lien” or words of similar effect in describing the Liens created hereunder or under any other Credit Document shall be understood to refer to such priority as set forth in the Intercreditor Agreement. Nothing in this Section 10.25 shall be construed to provide that any Credit Party is a third party beneficiary of the provisions of the Intercreditor Agreement, and each Credit Party (a) agrees that, except as expressly otherwise provided in the Intercreditor Agreement, the terms of the Intercreditor Agreement shall not give any Credit Party any, nor modify any, substantive rights vis-à-vis any Agent or any Lender, or any obligations or liabilities owing to the Agents and/or the Lenders, under this Agreement or any other customary intercreditor arrangementsCredit Document and (b) if, if applicable)with respect 125 to any particular Collateral, any Agent shall enforce its rights or remedies in violation of the terms of the Intercreditor Agreement applicable thereto, agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance with the terms of this Agreement and the other Credit Documents by any Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against any Agent or any Lender and agrees to abide by the terms of this Agreement and the other Credit Documents and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it; provided, no Default or Event of Default shall arise as a result of any Credit Party complying with the provisions of the Intercreditor Agreement.

Intercreditor Agreement. The Administrative Agent Each Holder, by accepting a Note, has authorized the Trustee and the Collateral Agent are authorized to enter into become a party to and comply with the terms of the Junior Lien Intercreditor Agreement and on behalf of the Holders (including any other customary intercreditor arrangements relating action or omission to Indebtedness permitted hereunder (and, in each caseact, any amendments, amendments and restatements, restatements consent or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including any waiver in connection compliance with the incurrence by any Credit Party terms of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Junior Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), Intercreditor Agreement) and the parties hereto acknowledge has agreed that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens the Holders shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to comply with the provisions of the Junior Lien Intercreditor Agreement (or applicable to them in their capacities as such other customary intercreditor arrangements) and, in the case of the Holders, to the same extent as if the Holders were parties thereto. Additionally, provided that no Event of Default has occurred and (iii) hereby authorizes is continuing, the Trustee shall, upon written request of the Issuer, together with an Officers’ Certificate and instructs an Opinion of Counsel, stating that such actions comply with the Administrative Agent and terms of this Indenture and/or the Junior Lien Intercreditor Agreement, as applicable, direct the Collateral Agent to enter into and perform amendments and joinders (or an acknowledgment to any joinder) to the Junior Lien Intercreditor Agreement (or an additional intercreditor agreement on terms and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andconditions that, in each casethe good faith determination of the Issuer, any amendmentsare not less favorable, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by taken as a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiarywhole, to the extent Holders of Notes than the terms of the Junior Lien Intercreditor Agreement and thereafter such priority is permitted by amended or new intercreditor agreement (or amendments or joinders to such new intercreditor agreement) shall be deemed to be the Credit Documents))Junior Lien Intercreditor Agreement as applicable, and to subject for all purposes of this Indenture. Neither the Liens on Trustee nor the Collateral securing Agent shall have any liability to any Person for complying with the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider terms of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)this Article 10.

Intercreditor Agreement. The Each Lender hereby authorizes and directs the Administrative Agent and the Collateral Agent are authorized (a) to enter into the any Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andon its behalf, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, perform such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement on its behalf and take any other intercreditor arrangement entered into actions thereunder as determined by the Administrative Agent and/or to be necessary or advisable to protect the interest of the Lenders, and each Lender agrees to be bound by the terms of such Intercreditor Agreement and (b) to enter into any other intercreditor agreement reasonably satisfactory to the Administrative Agent on its behalf, perform such intercreditor agreement on its behalf and take any actions thereunder as determined by the Administrative Agent to be necessary or advisable to protect the interests of the Lenders, and each Lender agrees to be bound by the terms of such intercreditor agreement. Each Lender acknowledges that such Intercreditor Agreement governs, among other things, Lien priorities and rights of the Lenders and the secured parties with respect to any Permitted Non-ABL Loans or Indebtedness secured by Permitted Non-ABL Liens with respect to the Collateral, including the Non-ABL Priority Collateral. With respect to any requirement herein or in any other Loan Document for any Loan Party to deliver originals of certificated Capital Stock, instruments, or similar documents constituting Collateral Agent which is also “Collateral” pursuant to the Permitted Non-ABL Loan Documents, such requirements shall be deemed satisfied to the extent the requirements to deliver the same in accordance with the applicable Intercreditor Agreement are in effect and are satisfied by such Loan Party. To the extent that any covenants, representations or warranties set forth in this Agreement or any other Loan Document are untrue or incorrect solely as a result of the delivery to or grant of possession or control to, the agent or settlement trust, as applicable, under the Permitted Non-ABL Loan Documents in accordance with this Section 10.26 is binding upon them10.18, such representation or warranty shall not be deemed to be untrue or incorrect for purposes of this Agreement or such other Loan Document. Each Lender (i) understandsIn the event of any conflict between this Agreement or any Loan Document with such Intercreditor Agreement, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by shall govern and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)control.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, Guarantor hereby acknowledges and agrees that Liens any intercreditor agreement entered into between Lender and Mortgage Lender will be solely for the benefit of Lender and Mortgage Lender, and that none of Guarantor, Borrower, Equity Owner or Mortgage Borrower shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries (intended or otherwise) of any of the provisions therein, have any rights thereunder, or be entitled to rely on any of the provisions contained therein. Lender and Mortgage Lender have no obligation to disclose to Guarantor the contents of any such intercreditor agreement. Guarantor’s obligations hereunder are and will be independent of any such intercreditor agreement and shall remain unmodified by the terms and provisions thereof. In the event Lender is required pursuant to the terms of any such intercreditor agreement to pay over to Mortgage Lender any payment made by Guarantor to Lender under this Guaranty in satisfaction of the Guaranteed Obligations, which is applied in satisfaction of the “Guaranteed Obligations” under that certain Guaranty Agreement (“Mortgage Guaranty”) by Guarantor to Mortgage Agent, then any amount of the Guaranteed Obligations so paid hereunder and so applied to the “Guaranteed Obligations” under the Mortgage Guaranty shall continue to be owing pursuant to this Guaranty notwithstanding the prior receipt of such provisions and the provisions payment by Lender. This Guaranty has been duly executed as of the Intercreditor Agreement day and year first written above. GUARANTOR: NEW YORK REIT, INC., a Maryland corporation By: /s/ Mxxxxxx Ead Name: Mxxxxxx Ead Title: Authorized Signatory SCHEDULE I Borrower ARC Mezz NY22936001, LLC, a Delaware limited liability company ARC Mezz NY21618001, LLC, a Delaware limited liability company ARC NY333W3401 Mezz, LLC, a Delaware limited liability company ARC NY350BL001 Mezz, LLC, a Delaware limited liability company ARC NYBLKST002 Mezz, LLC, a Delaware limited liability company ARC NYCTGRG001 Mezz, LLC, a Delaware limited liability company ARC NYWSHST001 Mezz, LLC, a Delaware limited liability company ARC NYGRNAV001 Mezz, LLC, a Delaware limited liability company ARC NYW42ST001 Mezz, LLC, a Delaware limited liability company ARC NY120W5701 Mezz, LLC, a Delaware limited liability company ARC NY24549W17 Mezz, LLC, a Delaware limited liability company 50 Varick Mezz LLC, a Delaware limited liability company SCHEDULE II Mortgage Borrower ARC NY22936001, LLC, a Delaware limited liability company ARC NY21618001, LLC, a Delaware limited liability company ARC NY333W3401, LLC, a Delaware limited liability company ARC NY350BL001, LLC, a Delaware limited liability company ARC NYBLKST002, LLC, a Delaware limited liability company ARC NYCTGRG001, LLC, a Delaware limited liability company ARC NYWSHST001, LLC, a Delaware limited liability company ARC NYGRNAV001, LLC, a Delaware limited liability company ARC NYW42ST001, LLC, a Delaware limited liability company ARC NY120W5701, LLC, a Delaware limited liability company ARC NY24549W17, LLC, a Delaware limited liability company 50 Varick LLC, a New York limited liability company EXHIBIT A (or other customary intercreditor arrangements, if applicableattached).

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby hereunder authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreements and acknowledges (or is deemed to acknowledge) that a copy of each Intercreditor Agreement was delivered, or made available, to such Lender. Each Lender hereby acknowledges that it has received and reviewed each Intercreditor Agreement. Each of the Lenders agrees to be bound by each Intercreditor Agreement. Nothing in this Section 14.27 shall be construed to provide that any Obligor is a third party beneficiary of the provisions of each Intercreditor Agreement or may assert any rights, defenses or claims on account of such Intercreditor Agreement or this Section 14.27 (other than as set forth in the last sentence hereof), and each Obligor agrees that nothing in any Intercreditor Agreement is intended or shall impair the obligation of any Obligor to pay the obligations under this Agreement, or any other customary intercreditor arrangements relating Loan Document as and when the same become due and payable in accordance with their respective terms, or to Indebtedness permitted hereunder (and, affect the relative rights of the creditors with respect to any Obligor or except as expressly otherwise provided in each case, any amendments, amendments and restatements, restatements or waivers of or supplements the applicable Intercreditor Agreement as to or other modifications toa Obligor’s obligations, such agreementsObligor’s properties. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the payment in full of the Integrated Debt to the extent that any Obligor is required to (i) give physical possession over any Collateral (other than ABL Priority Collateral (as defined in the Integrated Intercreditor Agreement)) to Agent under this Agreement or the other Loan Documents, such requirement to give possession shall be satisfied if such Collateral is delivered to and held by Integrated pursuant to the Integrated Intercreditor Agreement and (ii) take any other action with respect to the Collateral (other than ABL Priority Collateral (as defined in the Integrated Intercreditor Agreement)) or any proceeds thereof, including delivery of such Collateral or proceeds thereof to Agent, such action shall be deemed satisfied to the extent undertaken with respect to the Integrated Debt. Notwithstanding anything to the contrary in connection with the incurrence by this Agreement or in any Credit Party of other Loan Document, (a) any Permitted First Priority Refinancing Debt reference in this Agreement or any Permitted Second Priority Refinancing Debt, other Loan Document to permit such Indebtedness “first priority lien” or words of similar effect in describing the Liens created hereunder or under any other Loan Document shall be understood to be secured by a valid, perfected Lien (with refer to such priority as may be designated by set forth in the Borrowers or the relevant Restricted SubsidiaryIntegrated Intercreditor Agreement, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) in the event of any potential provider conflict between the express terms and conditions of Permitted First Priority Refinancing Debt this Agreement or Permitted Second Priority Refinancing Debt to extend credit to any other Loan Document, on the Borrowers one hand, and such Second Lien Creditors of any Intercreditor Agreement, on the other hand, the terms and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries provisions of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).shall control. [Remainder of page intentionally left blank; signatures begin on following page]

Intercreditor Agreement. The Administrative Agent Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to any Second Lien Loan Document and the exercise of any right or remedy by the Collateral Agent hereunder or under any other Second Lien Loan Document are authorized subject to enter into the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andSecond Lien Loan Document, in each case, any amendments, amendments and restatements, restatements or waivers the terms of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement shall govern and control with respect to any other intercreditor arrangement entered into by right or remedy. Without limiting the Administrative Agent and/or generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (iand the Secured Parties) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement Agreement, and until the Discharge of the First Lien Obligations (or other customary intercreditor arrangementsas defined in the Intercreditor Agreement), (i) no Loan Party shall be required hereunder or under any other Second Lien Loan Document to take any action that is inconsistent with such Loan Parties’ obligations under the First Lien Loan Documents and (ii) hereby agrees that it will be bound by and will take no actions contrary any obligation of any Loan Party hereunder or under any other Second Lien Loan Document with respect to the provisions delivery or control of any Collateral, the novation of any lien on any certificate of title, bxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person shall be deemed to be satisfied if the Loan Party complies with the requirements of the similar provision of the applicable First Lien Loan Document. Until the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement Agreement), the Collateral Agent may not require any Loan Party to take any action (or such other customary intercreditor arrangementsomit to take any action) and (iii) hereby authorizes and instructs with respect to the Administrative Agent and Collateral Agent creation, perfection or priority of its security interest, whether pursuant to enter into the Intercreditor Agreement (and express terms hereof or of any other customary intercreditor arrangements relating Second Lien Loan Document or pursuant to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt further assurances provisions hereof or any Permitted other Second Priority Refinancing DebtLien Loan Document, unless the collateral agent under the First Lien Loan Documents shall have required such Loan Party to permit take similar action (or omitted to take such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)similar action), and to subject the Liens on the delivery of any Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement collateral agent under the First Lien Loan Documents pursuant to the (a) First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Loan Document.

Intercreditor Agreement. The Lenders (including for purposes of this Section 12.22, the Issuing Lender) acknowledge that the obligations of the Company under the Term Loan Agreement are secured by Liens on assets of the Company and the other Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Lenders hereunder and the secured parties under the Term Loan Agreement will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (a) consents to the subordination of the Liens on the Term Loan Priority Collateral securing the Loan Document Obligations on the terms set forth in the Intercreditor Agreement, (b) authorizes and directs the Administrative Agent to execute and the Collateral Agent are authorized to enter into deliver the Intercreditor Agreement and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder (andthereto, in each casecase on behalf of such Lender and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications toaction by such Lender, (c) agrees that, upon the execution and extensions, restructuring, renewals, replacements ofdelivery thereof, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to Lender will be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiid) hereby authorizes and instructs agrees that no Lender shall have any right of action whatsoever against the Administrative Agent and Collateral as a result of any action taken by the Administrative Agent pursuant to enter into this Section 12.22 or in accordance with the terms of the Intercreditor Agreement Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (and any other customary intercreditor arrangements relating i) to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements take such actions as shall be required to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the release Liens on the Collateral securing in accordance with the Obligations terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Indebtedness under the Term Loan Agreement as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section 12.22 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to secured parties under the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt Term Loan Agreement to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt secured parties are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)provisions.

Intercreditor Agreement. The Lenders acknowledge that the obligations of the Loan Parties under the ABL Credit Agreement are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under the ABL Credit Agreement are set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (a) consents to the subordination of the Liens on the ABL Priority Collateral securing the Secured Obligations on the terms set forth in the Intercreditor Agreement, (b) authorizes and directs the Administrative Agent to execute and the Collateral Agent are authorized to enter into deliver the Intercreditor Agreement and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder (andthereto, in each casecase on behalf of such Lender and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications toaction by such Lender, and extensions, restructuring, renewals, replacements of, (c) agrees that such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to Lender will be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiid) hereby authorizes and instructs agrees that no Lender shall have any right of action whatsoever against the Administrative Agent and Collateral as a result of any action taken by the Administrative Agent pursuant to enter into this Section or in accordance with the terms of the Intercreditor Agreement Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (and any other customary intercreditor arrangements relating i) to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements take such actions as shall be required to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the release Liens on the Collateral securing in accordance with the Obligations terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Secured Obligations and the ABL Credit Agreement as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative 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 the Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors secured parties under the ABL Credit Agreement to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers Borrower and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt secured parties are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)provisions.

Intercreditor Agreement. The Administrative Agent and Each Person that is secured hereunder, by accepting the Collateral Agent are authorized benefits of the security provided hereby, (i) consents (or is deemed to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiaryconsent), to the extent such priority is permitted by subordination of Liens in favor of the Credit Documents)), and the parties hereto acknowledge that Collateral Trustee as provided for in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) hereby agrees (or is deemed to agree) that it will be bound by by, and will take no actions contrary to to, the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and Agreement, (iii) hereby authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Administrative Agent Collateral Trustee on behalf of such Person to enter into, and perform under, the Intercreditor Agreement as “Subordinated Collateral Agent Trustee” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Holder or the Trustee, to add additional Indebtedness as Priority Refinancing Lien Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Parity Lien Debt (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted to be incurred and secured by the Credit applicable Secured Debt Documents)), ) and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors lenders under the Priority Credit Agreement to extend credit to the Borrowers and (b) any potential provider of Permitted First Company, as the borrower under the Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers Credit Agreement, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions this provision and the provisions of the Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative, or of agents or bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this Agreement (or the other customary intercreditor arrangements, if applicable)Parity Lien Security Documents shall not be required.

Intercreditor Agreement. (a) The Administrative Agent Lenders acknowledge that the obligations of the Loan Parties under the ABL Credit Agreement are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under the ABL Credit Agreement are set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Priority Collateral securing the Finance Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs each applicable Agent are authorized to enter into execute and deliver the Intercreditor Agreement and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder (andthereto, in each casecase on behalf of such Lender and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications toaction by such Lender, and extensions, restructuring, renewals, replacements of, (iii) agrees that such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to Lender will be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiiiv) agrees that no Lender shall have any right of action whatsoever against any applicable Agent as a result of any action taken by such Agent pursuant to this Section or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and instructs directs the Administrative applicable Agent and Collateral Agent (1) to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating take such actions as shall be required to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the release Liens on the Collateral securing in accordance with the Obligations terms of the Intercreditor Agreement and (2) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Finance Obligations and the ABL Credit Agreement as are reasonably acceptable to the applicable Agent to give effect thereto, in each case on behalf of such Xxxxxx and without any further consent, authorization or other action by such Xxxxxx. The applicable Agents shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this 130 Section or in accordance with the terms of the Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors secured parties under the ABL Credit Agreement to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers Borrower and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt secured parties are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)provisions.

Intercreditor Agreement. Each of the Issuing Bank and the Lenders (on behalf of themselves and their Affiliates) hereby authorize and direct the Administrative Agent to enter into, to the extent contemplated to be entered into pursuant to the Credit Agreement, any Intercreditor Agreement on behalf of the Secured Parties and without any further consent, authorization or other action by such Secured Party so long as the form of such Intercreditor Agreement has been approved by the Majority Lenders in accordance with the definition of “Intercreditor Agreement”. The Administrative Agent shall have the benefit of the provisions of Article XI of the Credit Agreement with respect to all actions taken by it pursuant to this Section 11.13 or in accordance with the terms of any Intercreditor Agreement to the full extent thereof. In addition, each of the Issuing Bank and the Collateral Lenders (on behalf of themselves and their Affiliates) constituting at least the Majority Lenders hereby authorize the Administrative Agent are authorized or any such successor (i) to execute or to enter into amendments of or supplements to, amendments and restatements of, waivers or other modifications of the Security Instruments, any Intercreditor Agreement and any other customary additional or replacement intercreditor arrangements relating to Indebtedness permitted hereunder (andagreements, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements in order to or other modifications toeffect the subordination of, and extensionsto provide for certain additional rights, restructuring, renewals, replacements obligations and limitations in respect of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, Liens that are junior to the extent such priority is Liens securing the Indebtedness and incurred as permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) to establish certain relative rights as between the holders of the Indebtedness and the holders of the Debt secured by such Liens that are junior to the Liens securing the Indebtedness and (iii) any amendments, supplements or other modifications of any Security Instrument to add or remove any legend that may be required pursuant to any Intercreditor Agreement. Each of the Issuing Bank and the Lenders (on behalf of themselves and their Affiliates) constituting at least the Majority Lenders hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Intercreditor Agreement, (ii) agrees that it 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 the any Intercreditor Agreement (or such other customary intercreditor arrangements) and Agreement, (iii) hereby authorizes and instructs agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and Collateral (iv) authorizes and directs the Administrative Agent to enter into carry out the Intercreditor Agreement (provisions and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party intent of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The Administrative Agent This Article XIII and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. The Issuer and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes, (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Collateral Agent are authorized Trustee on behalf of each Holder to enter into the Intercreditor Agreement as Second Lien Collateral Agent (as defined in the Intercreditor Agreement) on behalf of such Holders as Second Lien Secured Parties (as defined in the Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any other customary intercreditor arrangements relating amendments or joinders to Indebtedness permitted hereunder (and, the Intercreditor Agreement in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection accordance with its terms with the incurrence by any Credit Party consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Permitted First Holder or the Trustee, to add additional Indebtedness as Priority Refinancing Lien Debt or Parity Lien Debt and add other parties (or any Permitted Second authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Refinancing Lien Debt or Parity Lien Debt, to permit such Indebtedness to be secured by a validas applicable, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiarythen outstanding, to the extent such priority is permitted by the Credit Secured Debt Documents)), . The Trustee and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens Trustee shall be created on entitled to rely upon an Officers’ Certificate and/or an Opinion of Counsel certifying that any such amendment is authorized under the Collateral pursuant to the Second Lien Credit Note Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors lenders under the Credit Agreement to extend credit to the Borrowers Issuer and (b) any potential provider certain of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers its Subsidiaries, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).Agreement. 118

Intercreditor Agreement. The Administrative Agent Lenders and the Issuing Banks acknowledge that the obligations of the U.S. Borrowers under the Term Credit Agreement are secured by Liens on assets of the U.S. Borrowers that constitute Collateral Agent are authorized to enter into and that the relative Lien priority and other creditor rights of the Lender Parties hereunder and the secured parties under the Term Credit Agreement will be set forth in the Intercreditor Agreement. Each Lender and Issuing Bank hereby acknowledges that it has received a copy of the Intercreditor Agreement and the Intercreditor Acknowledgment. Each Lender and Issuing Bank hereby irrevocably (a) consents to the subordination of the Liens on the Term Priority Collateral securing the Secured Obligations on the terms set forth in the Intercreditor Agreement, (b) authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement, the Intercreditor Acknowledgment and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder (andthereto, in each casecase on behalf of such Lender or Issuing Bank and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications toaction by such Lender or Issuing Bank, (c) agrees that, upon the execution and extensions, restructuring, renewals, replacements ofdelivery thereof, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt Lender or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to Issuing Bank will be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiid) hereby authorizes and instructs agrees that no Lender or Issuing Bank shall have any right of action whatsoever against the Administrative Agent and Collateral as a result of any action taken by the Administrative Agent pursuant to enter into this Section or in accordance with the terms of the Intercreditor Agreement Agreement. Each Lender and Issuing Bank hereby further irrevocably authorizes and directs the Administrative Agent (and any other customary intercreditor arrangements relating i) to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements take such actions as shall be required to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the release Liens on the Collateral securing in accordance with the Obligations terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement and the Intercreditor Acknowledgment in connection with any extension, renewal, refinancing or replacement of any Secured Obligations or the Term Credit Agreement as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank. The Administrative 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 the Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors secured parties under the Term Credit Agreement to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the U.S. Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt secured parties are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)provisions.

Intercreditor Agreement. The Administrative Agent Subject to the provisos to clauses (2) and (3) of this Section 2.01(a), each Grantor hereby affirms its prior grant of security interests under the Original Agreement for the benefit of the Second Priority Secured Parties and the Collateral Agent Third Priority Secured Parties. Without limiting the foregoing, it is expressly understood and agreed that all security interests, assignment and liens granted by the Grantors for the benefit of the Second Priority Secured Parties and the Third Priority Secured Parties in the Original Agreement are authorized not terminated hereby, but continue and remain in full force and effect, subject to enter into the Intercreditor Agreement terms and provisions hereof. Notwithstanding any other customary intercreditor arrangements relating provision hereof, if any Principal Property constitutes Collateral, then such Principal Property shall not secure any Obligations constituting Exempted Indebtedness except to Indebtedness permitted hereunder the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (and, in each case, i) if any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Existing Unsecured Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness is required to be secured by a valid, perfected Lien (with on such priority Collateral as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions a result of the Intercreditor Agreement (operation of any negative pledge covenant in any indenture, agreement or other customary intercreditor arrangements), instrument governing such Existing Unsecured Debt or (ii) hereby agrees that it will the Existing Unsecured Debt ceases to be bound by and will take outstanding or no actions contrary longer restricts the ability of any Pledgor to pledge Principal Property without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the provisions maximum aggregate amount of Obligations outstanding under the Financing Documents. If any Collateral constitutes Principal Property any payments or repayments of the Intercreditor Agreement (Obligations shall not be deemed to be applied against, or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs to reduce, the Administrative Agent and Collateral Agent amount of Restricted Secured Indebtedness that may be secured hereby. The Liens granted hereunder to enter into secure the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Obligations, the Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of Third Priority Obligations are collectively referred to herein as the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)“Security Interest.”

Intercreditor Agreement. The Administrative Agent Reference is made to that certain Intercreditor Agreement, dated as of the Original Closing Date (as amended, restated, supplemented or modified from time to time, the “Intercreditor Agreement”), by and among Xxxxxxx Investment Group, LLC, a Georgia limited liability company, (“Term Note Purchaser”), Staffing 360 Solutions, Inc., a Delaware corporation (“Parent”), certain of the Collateral Agent are authorized to enter into Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Agent”) for the ABL Lenders (as defined in the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications toAgreement), and extensions, restructuring, renewals, replacements of, such each holder and transferee of this instrument or agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debtits acceptance hereof, to permit such Indebtedness irrevocably agrees to be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers provisions of the Intercreditor Agreement. Each Person that benefits from the security hereunder, by accepting the benefits of the security provided hereby, (i) consents (or the relevant Restricted Subsidiaryis deemed to consent), to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that subordination of Liens provided for in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) hereby agrees (or is deemed to agree) that it will be bound by by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the Term Note Purchaser on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)shall control.

Intercreditor Agreement. Each of the Issuing Bank and the Lenders (on behalf of themselves and their Affiliates) hereby authorize and direct the Administrative Agent to enter into, to the extent contemplated to be entered into pursuant to this Agreement, any Pari Passu Intercreditor Agreement on behalf of the Secured Parties and without any further consent, authorization or other action by such Secured Party so long as the form of such Pari Passu ntercreditor Agreement has been approved (or deemed approved) by the Majority Lenders in accordance with the definition of “Pari Passu Intercreditor Agreement”. The Administrative Agent shall have the benefit of the provisions of Article XI of this Agreement with respect to all actions taken by it pursuant to this Section 11.12 or in accordance with the terms of any Pari Passu Intercreditor Agreement to the full extent thereof. In addition, each of the Issuing Bank and the Collateral Lenders (on behalf of themselves and their Affiliates) constituting at least the Majority Lenders hereby authorize the Administrative Agent are authorized or any such successor (a) to execute or to enter into amendments of or supplements to, amendments and restatements of, waivers or other modifications of the Security Instruments, any Pari Passu Intercreditor Agreement and any other customary additional or replacement intercreditor arrangements relating to Indebtedness permitted hereunder (andagreements, in each case, in order to effect the subordination of, and to provide for certain additional rights, obligations and limitations in respect of, any Liens that are junior or pari passu to the Liens securing the Indebtedness and incurred as permitted by this Agreement, (b) to establish certain relative rights as between the holders of the Obligations and the holders of the Debt secured by such Liens that are junior or pari passu to the Liens securing the Obligations and (c) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt Security Instrument to add or remove any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as legend that may be designated by required pursuant to any Pari Passu Intercreditor Agreement. Each of the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), Issuing Bank and the parties hereto acknowledge that Lenders (on behalf of themselves and their Affiliates) constituting at least the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender Majority Lenders hereby irrevocably (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant consents to the Second Lien Credit Documents, which treatment of Liens shall to be subject to the terms and conditions of the provided for under any Pari Passu Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) hereby agrees that it that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Pari Passu Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the any Pari Passu Intercreditor Agreement (or such other customary intercreditor arrangements) and Agreement, (iii) hereby authorizes and instructs agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 11.12 or in accordance with the terms of any Pari Passu Intercreditor Agreement and Collateral (iv) authorizes and directs the Administrative Agent to enter into carry out the Intercreditor Agreement (provisions and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party intent of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Pari Passu Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. Each Lender and the Administrative Agent hereby acknowledges and agrees that this Agreement constitutes an amendment and restatement of the “Bank Agreement” (as defined in the Intercreditor Agreement) and, as contemplated by Paragraph 17 of the Intercreditor Agreement, a replacement of the Bank Agreement. Each Lender and the Administrative Agent hereby consents and agrees to be bound by the terms and provisions of the Intercreditor Agreement, and each Lender hereby authorizes and directs the Administrative Agent to become bound by and a party to, by executing and delivering an instrument of accession or other joinder instrument (or otherwise) to the Intercreditor Agreement, as agent on behalf of the Lenders hereunder, whereupon each Lender hereunder agrees that it shall be deemed to be a party to and bound by the terms of the Intercreditor Agreement to the same extent and with the same effect as if such Lender had executed and delivered the same as one of the original parties thereto as a Lender in respect of this Agreement. The Administrative Agent and the Collateral Agent are authorized Lenders hereby acknowledge and agree that all references (i) to enter into “Paying Agent” in the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness shall be deemed to be secured by and constitute a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, reference to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)hereunder, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of “Agents” or “Agent” in the Intercreditor Agreement (or such other customary intercreditor arrangements) and shall be deemed to include the Administrative Agent hereunder, (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into “Lenders” in the Intercreditor Agreement (and any other customary intercreditor arrangements relating shall be deemed to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with include the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents))Lenders hereunder, and (iv) to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of “Banks” in the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)shall be deemed to include the Lenders hereunder.

Intercreditor Agreement. The Lenders acknowledge that the obligations of the Loan Parties under the ABL Credit Agreement are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties and the secured parties under the ABL Credit Agreement will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (a) consents to the subordination of the Liens on the ABL Priority Collateral securing the Secured Obligations on the terms set forth in the Intercreditor Agreement, (b) authorizes and directs the Administrative Agent to execute and the Collateral Agent are authorized to enter into deliver the Intercreditor Agreement and any other customary intercreditor arrangements documents relating to Indebtedness permitted hereunder (andthereto, in each casecase on behalf of such Lender and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications toaction by such Lender, (c) agrees that, upon the execution and extensions, restructuring, renewals, replacements ofdelivery thereof, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to Lender will be secured by a valid, perfected Lien (with such priority as may be designated bound by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions provisions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that as if it will be bound by were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiid) hereby authorizes and instructs agrees that no Lender shall have any right of action whatsoever against the Administrative Agent and Collateral as a result of any action taken by the Administrative Agent pursuant to enter into this Section or in accordance with the terms of the Intercreditor Agreement Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (and any other customary intercreditor arrangements relating i) to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements take such actions as shall be required to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the release Liens on the Collateral securing in accordance with the Obligations terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Secured Obligations and the ABL Credit Agreement as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative 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 the Intercreditor Agreement to the full extent thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors secured parties under the ABL Credit Agreement to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers Borrower and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt secured parties are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)provisions.

Intercreditor Agreement. Each Holder of a Note, by accepting such Note, agrees that, for purposes of the Intercreditor Agreement, (i) the Collateral Trustee shall be the “Convertible Noteholder Trustee” thereunder, (ii) this Indenture shall constitute the “Convertible Note Indenture” thereunder and all references to the “Convertible Note Indenture” contained therein shall be deemed to refer to this Indenture, and (iii) all of the Obligations shall constitute “Convertible Note Indenture Obligations” thereunder. The Administrative Agent Trustee and the Collateral Agent are authorized to enter into Trustee shall be bound by the terms of the Intercreditor Agreement and any other customary intercreditor arrangements relating each Holder of a Note, by accepting such Note or beneficial interest therein, agrees to Indebtedness permitted hereunder (and, in each case, any amendments, amendments all the terms and restatements, restatements or waivers provisions of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any the other intercreditor arrangement entered into by Security Documents. Notwithstanding anything to the Administrative Agent and/or contrary herein or in the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender other Indenture Documents, (i) understandsthis Indenture, acknowledges the Liens and agrees that Liens shall be created on security interests granted to the Collateral Trustee pursuant to the Second Lien Credit Documents, which Liens shall be Security Documents and all rights and obligations of the Trustee and Collateral Trustee under the Indenture Documents are expressly subject to the terms Intercreditor Agreement and conditions (ii) the exercise of any right or remedy by the Trustee or the Collateral Trustee under the Indenture Documents is subject to the limitations and provisions of the Intercreditor Agreement (Agreement. The Holders authorize the Collateral Trustee to communicate with the Term Agent and Term Lenders under the Term Credit Agreement, the ABL Loan Agent and ABL Lenders under the ABL Credit Agreement, and any other Person who is, or becomes a party to the Intercreditor Agreement, with respect to any matter, including, without limitation, the Obligations, the Term Loan Obligations, the ABL Loan Obligations, the Intercreditor Agreement, the Term Documents and ABL Documents, the Indenture Documents, and any other customary intercreditor arrangements)matter relating to, (ii) or arising out of such matters. Each Holder of a Note, by accepting such Note, agrees and hereby authorizes and directs the Collateral Trustee and Trustee to execute the Intercreditor Agreement. Each Holder, by accepting a Note, hereby agrees that it will be bound by and will take no actions contrary to such Holder shall comply with the provisions of the Intercreditor Agreement applicable to it in its capacities as such to the same extent as if such Holder were party thereto. Without limiting any of the rights and protections (including indemnities) of the Trustee or such Collateral Trustee hereunder and notwithstanding any provisions in this Indenture or the other customary intercreditor arrangements) and (iii) hereby authorizes and instructs Indenture Documents to the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andcontrary, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party event of any Permitted First Priority Refinancing Debt conflict or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by inconsistency between the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions terms of the Intercreditor Agreement (and the terms of this Indenture or the other customary intercreditor arrangementsIndenture Documents, if applicable)the terms of the Intercreditor Agreement shall govern.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the any First Lien Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Junior Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and and/or any other intercreditor arrangement agreements entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement connection herewith (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including agreements in connection with the incurrence by any Credit Loan Party of any Permitted First Priority Pari Passu Secured Term Refinancing Debt, any Permitted Junior Secured Term Refinancing Debt or any Permitted Second Priority Revolving Credit Refinancing Debt, in order to permit such Indebtedness to be secured by a valid, perfected Lien lien (with such priority as may be designated by the Borrowers Borrower or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any First Lien Intercreditor Agreement (if entered into) and any Junior Lien Intercreditor Agreement (if entered into) and/or any other intercreditor arrangement (if entered into) will be binding upon them. Each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable (if or when entered into) (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Permitted Pari Passu Secured Term Refinancing Debt, any Permitted Junior Secured Term Refinancing Debt or any Revolving Credit Refinancing Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).

Intercreditor Agreement. The Administrative Agent This ARTICLE 12 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Notes, by its acceptance of the Notes (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Collateral Agent are authorized Trustee on behalf of each Holder to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder as Second Lien Collateral Trustee (and, as defined in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (iAgreement) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the behalf of such Holders as Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of Secured Parties (as defined in the Intercreditor Agreement (or other customary intercreditor arrangementsAgreement). In addition, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby each Holder authorizes and instructs the Administrative Agent and Collateral Agent Trustee to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Holder or the Trustee, to add additional Indebtedness as Priority Refinancing Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any Permitted Second Priority Refinancing Debt, to permit authorized agent or trustee therefor) holding such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors lenders under the Linn Credit Agreement to extend credit to the Borrowers Company and (b) any potential provider certain of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers its Subsidiaries, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Agreement.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor This Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions set forth in the Intercreditor Agreement in all respects and, in the event of any direct and irreconcilable conflict between the terms of the Intercreditor Agreement (or other customary intercreditor arrangements)and those of this Agreement, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions terms of the Intercreditor Agreement (or such other customary intercreditor arrangements) shall govern and (iii) hereby authorizes control, including, without limitation, the terms and instructs conditions set forth in the Administrative Agent and Intercreditor Agreement with respect to the right of the Collateral Agent to enter into exercise any right or remedy with respect to the liens and security interests granted to the Collateral Agent pursuant to this Agreement. The parties hereto acknowledge and agree that, in accordance with and subject to the terms of the Intercreditor Agreement, all Collateral constituting ABL Priority Collateral (as defined in the Intercreditor Agreement) in the possession or under the control of the ABL Agent or its agents or bailees shall be held by the ABL Agent as gratuitous agent or bailee on behalf of the Collateral Agent solely for the purpose of perfecting the security interest therein granted under this Agreement. Without limiting the foregoing, the parties hereto agree that prior to the discharge of the ABL Obligations (as defined in the Intercreditor Agreement), the requirements of this Agreement (and or any other customary intercreditor arrangements relating Loan Documents to Indebtedness permitted hereunder execute and/or deliver ABL Priority Collateral (andincluding, without limitation, any certificates, instruments, Chattel Paper and instruments of transfer or assignments in blank related thereto), or any account control agreement with GS / Landec – Pledge and Security Agreement respect to Deposit Accounts or Securities Accounts constituting ABL Priority Collateral with or to the Collateral Agent shall be deemed satisfied by execution and/or delivery of such ABL Priority Collateral and control agreements with or to the ABL Agent, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection accordance with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), Intercreditor Agreement. GS / Landec – Pledge and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).Security Agreement

Intercreditor Agreement. The Administrative Agent Notwithstanding anything herein to the contrary, the security interest granted to the Collateral Agent, for the benefit of the Credit Parties, herein and the exercise of any right or remedy by the Collateral Agent hereunder are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs Agreement. In the Administrative Agent and Collateral Agent to enter into event of any conflict between the terms of the Intercreditor Agreement (and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Grantor expressly acknowledges that notwithstanding the fact that the exercise of certain of the Collateral Agent’s and the other Credit Parties’ rights under this Agreement and the other Loan Documents may be subject to the Intercreditor Agreement, no action taken or not taken by the Collateral Agent or any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, Credit Party in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection accordance with the incurrence terms of the Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by the Collateral Agent or any other Credit Party of any Permitted First Priority Refinancing Debt or rights such Person has with respect to any Permitted Second Priority Refinancing DebtGrantor under any Loan Document and except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to permit such Indebtedness to be secured by a validmodify any of the provisions of this Agreement and the other Loan Documents, perfected Lien (with such priority which, as may be designated by among the Borrowers or other Grantors, the relevant Restricted SubsidiaryCollateral Agent and the other Credit Parties, shall remain in full force and effect. If and to the extent the Term Agent is in possession or control of any Term Loan Priority Collateral, the Term Agent shall be deemed for all purposes to be holding such priority is permitted by Term Loan Priority Collateral as the representative of and for the benefit of the Collateral Agent, on behalf of the Credit Documents)), Parties. So long as the Term Agent is acting as bailee and to subject the Liens as agent for perfection on behalf of the Collateral securing the Obligations Agent pursuant to the provisions thereof. The foregoing provisions are intended as an inducement terms hereof, any obligation of any Grantor in this Agreement that requires endorsement or delivery of any Term Loan Priority Collateral to, or the possession or control of any Term Loan Priority Collateral by, the Collateral Agent shall be deemed to the (a) Second Lien Creditors to extend credit to the Borrowers be complied with and (b) any potential provider of Permitted First Priority Refinancing Debt satisfied if such endorsement or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries delivery of such provisions and Term Loan Priority Collateral is made to, or such possession or control of such Term Loan Priority Collateral is by, the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Term Agent.

Intercreditor Agreement. The Administrative Agent Notwithstanding anything herein to the contrary, the security interest granted to the Collateral Agent, for the benefit of the Credit Parties, herein and the exercise of any right or remedy by the Collateral Agent hereunder are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs Agreement. In the Administrative Agent and Collateral Agent to enter into event of any conflict between the terms of the Intercreditor Agreement (and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Grantor expressly acknowledges and agrees that, notwithstanding the fact that the exercise of certain of the Collateral Agent’s and the other Credit Parties’ rights under this Agreement and the other Loan Documents may be subject to the Intercreditor Agreement, no action taken or not taken by the Collateral Agent or any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, Credit Party in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection accordance with the incurrence terms of the Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by the Collateral Agent or any other Credit Party of any Permitted First Priority Refinancing Debt or rights such Person has with respect to any Permitted Second Priority Refinancing DebtGrantor under any Loan Document and except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to permit such Indebtedness to be secured by a validmodify any of the provisions of this Agreement and the other Loan Documents, perfected Lien (with such priority which, as may be designated by among the Borrowers or other Grantors, the relevant Restricted SubsidiaryCollateral Agent and the other Credit Parties, shall remain in full force and effect. If and to the extent the Term Agent is in possession or control of any Term Loan Priority Collateral, the Term Agent shall be deemed for all purposes to be holding such priority is permitted by Term Loan Priority Collateral as the representative of and for the benefit of the Collateral Agent, on behalf of the Credit Documents)), Parties. So long as the Term Agent is acting as bailee and to subject the Liens as agent for perfection on behalf of the Collateral securing the Obligations Agent pursuant to the provisions thereof. The foregoing provisions are intended as an inducement terms hereof, any obligation of any Grantor in this Agreement that requires endorsement or delivery of any Term Loan Priority Collateral to, or the possession or control of any Term Loan Priority Collateral by, the Collateral Agent shall be deemed to the (a) Second Lien Creditors to extend credit to the Borrowers be complied with and (b) any potential provider of Permitted First Priority Refinancing Debt satisfied if such endorsement or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries delivery of such provisions and Term Priority Collateral is made to, or such possession or control of such Term Loan Priority Collateral is by, the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Term Agent.

Intercreditor Agreement. The Administrative terms of this Agreement, any Lien granted to the Agent (for the benefit of the Secured Parties) pursuant to this Agreement and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party exercise of any Permitted First Priority Refinancing Debt right or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated remedy by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be hereunder are subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) if effective). In the event of any inconsistency between the provisions of this Agreement and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)if effective), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement shall supersede the provisions of this Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreement (if effective), and until the Discharge of Term Obligations (as defined in the Intercreditor Agreement), (i) no Grantor shall be required hereunder or under any other Loan Document to take any action with respect to Term Priority Collateral that is inconsistent with such Grantor’s obligations under the applicable Term Loan Documents and (ii) any obligation of any Grantor hereunder or under any other Loan Document with respect to the delivery or control of any Term Priority Collateral, xxxx of lading or other customary intercreditor arrangementsdocument, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person shall be deemed to be satisfied if applicablesuch Grantor complies with the requirements of the similar provision of the applicable Term Loan Document. Until the Discharge of Term Obligations (as defined in the Intercreditor Agreement), the Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest in the Term Priority Collateral, whether pursuant to the express terms hereof or of any other Loan Document or pursuant to the further assurances provisions hereof or any other Loan Document, unless the Term Agent shall have required such Grantor to take similar action pursuant to the terms of the applicable Term Loan Documents, and delivery of any Term Priority Collateral to the Term Agent pursuant to the applicable Term Loan Documents and the Intercreditor Agreement shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. The Administrative Agent 22.1 Reference is made to (a) the Amended and Restated Intercreditor and Priority Agreement dated as of [ ], 2019, among NATIONAL BANK OF CANADA, as First Lien Representative (as defined therein), U.S. BANK NATIONAL ASSOCIATION, as Second Lien Representative (as defined therein), U.S. BANK NATIONAL ASSOCIATION, as Third Lien Representative (as defined therein) and the Collateral Agent are authorized to enter into Debtor (the “First Lien Intercreditor Agreement”) and (b) the Intercreditor and Priority Agreement dated as of [ ], 2019, among U.S. BANK NATIONAL ASSOCIATION, as Second Lien Representative (as defined therein), U.S. BANK NATIONAL ASSOCIATION, as Third Lien Representative (as defined therein) and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder the Debtor (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection collectively with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing DebtLien Intercreditor Agreement, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents“Intercreditor Agreements”)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender Secured Party, by accepting the benefits of the security provided hereby, (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (iiis deemed to agree) hereby agrees that it will be bound by by, and will take no actions contrary to, the provisions of the Intercreditor Agreements, (ii) authorizes (or is deemed to authorize) the Third Lien Representative on behalf of such Person to enter into, and perform under, the Intercreditor Agreements and (iii) acknowledges (or is deemed to acknowledge) that a copy of each Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Debenture, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (Agreements and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by provided therein, the Credit Documentsapplicable Security Documents (as defined in the applicable Intercreditor Agreement)), and to subject . In the Liens on the Collateral securing the Obligations to event of any conflict or inconsistency between the provisions thereof. The foregoing provisions are intended as an inducement to of this Debenture and the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and Intercreditor Agreements, the provisions of the Intercreditor Agreement (or other customary intercreditor arrangementsAgreements shall control. THIS DEBENTURE executed at Calgary, if applicable).Alberta effective the date first written above. BELLATRIX EXPLORATION LTD. Per: Name: Title:

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and If at any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andtime, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of any Major Credit Facility, (a) Subsidiaries of the Company are required to provide a Guaranty of the Company’s Indebtedness under such Major Credit Facility and such Subsidiaries are required to become a Guarantor in respect of this Agreement and the Notes or (b) the Company or any of its Subsidiaries are required to grant Liens on any of their assets to secure the Indebtedness evidenced by any Major Credit Facility, and the Company or such Subsidiaries are required to grant Liens to secure the Indebtedness evidenced by this Agreement and the Notes, then the Company will, concurrently with the execution thereof or the granting of such Guaranties and/or Liens, cause the lenders under such Major Credit Facility to enter into, and the holders of Notes hereby agree to enter into, an intercreditor agreement in form and substance (including, without limitation, as to the sharing of recoveries and set offs) reasonably satisfactory to the Required Holders (the “Intercreditor Agreement”) with the holders of Notes, or enter into a joinder agreement to such Intercreditor Agreement in form and substance reasonably satisfactory to the Required Holders (it being acknowledged and agreed that the Amended and Restated Intercreditor Agreement is in form and substance satisfactory to the Required Holders with respect to the granting of Guaranties). Within ten (10) Business Days following the execution of any such Intercreditor Agreement (or other customary intercreditor arrangementsany joinder thereto), (ii) hereby agrees that it the Company will be bound by and will take no actions contrary deliver an executed copy thereof to the provisions each holder of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)Notes.

Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, Notwithstanding anything to the extent such priority is permitted by the Credit Documents))contrary herein, and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that the Liens shall be created on the Collateral granted pursuant to the Second Lien Credit Documents, which Liens Section 2 shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, and (ii) hereby agrees that it will be bound the exercise of any right or remedy by and will take no actions contrary the Collateral Agent or any other holder of Secured Obligations hereunder or under any other Collateral Document (including under Section 7) are subject in all instances to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs Agreement. In the Administrative Agent and Collateral Agent to enter into event of any conflict between the terms of the Intercreditor Agreement (and the terms of this Agreement or any other customary intercreditor arrangements relating Collateral Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing and notwithstanding anything herein to Indebtedness permitted the contrary, until the Discharge of First Lien Obligations (as such term is defined in the Intercreditor Agreement), any obligation of any Obligor to take any action whatsoever hereunder or under any other Collateral Document, including any action with respect to the perfection (andother than by the filing of a UCC-1 financing statement in accordance with Article 9 of the UCC of any applicable jurisdiction, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office or a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office), delivery, assignment or other form of transfer or Control of any Collateral, the giving of notice to the Collateral Agent or to any warehouseman, landlord, lessor, bailee, agent or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with any Collateral, shall be deemed to be satisfied or waived, as applicable, if such Obligor, as applicable, complied with the incurrence by any Credit Party requirements of the similar provision of the applicable First Lien Loan Document, or the First Lien Agent or Control Agent, as applicable, waived or otherwise did not require compliance therewith. Until the Discharge of First Lien Obligations, the delivery, assignment or other form of transfer of any Permitted Collateral to the First Priority Refinancing Debt Lien Agent or Control Agent, as applicable, pursuant to the First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Collateral Document. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first written above. OBLIGORS: INTL FCSTONE INC., a Delaware corporation By: Name: Title: [NAME OF RESTRICTED SUBSIDIARY] By: Name: Title: Accepted and agreed to as of the date first above written. THE BANK OF NEW YORK MELLON, as Collateral Agent By: Name: Title: SCHEDULE 1(a) OMITTED SUBSIDIARIES Name of Entity(Jurisdiction) F-S-1 a SCHEDULE 1(b) PLEDGED EQUITY SCHEDULE 2(c) COMMERCIAL TORT CLAIMS SCHEDULE 3(g) INSTRUMENTS; DOCUMENTS; TANGIBLE CHATTEL PAPER SCHEDULE 3(i)(a) LOCATIONS OF REAL PROPERTY Address Country Loan Party Owned /Leased SCHEDULE 3(i)(b) LOCATION OF CHIEF EXECUTIVE OFFICE, TAXPAYER IDENTIFICATION NUMBER, ETC. Exact Legal Entity Name Jurisdiction of Formation Chief Executive Office Taxpayer ID number Organizational ID number Filing Office SCHEDULE 3(i)(c) CHANGES IN LEGAL NAME, STATE OF FORMATION AND STRUCTURE SCHEDULE 3(i)(d) DEPOSIT AND INVESTMENT ACCOUNTS Owner Bank Name Account Number Type of Account SCHEDULE 3(j) CONSENTS; AUTHORIZATIONS; FILINGS EXHIBIT 4(a)(ii) IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to ________________________________________________________________________ the following Equity Interests of _____________________, a ____________ corporation: No. of Shares Certificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any Permitted Second Priority Refinancing Debtpart of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. By: Name: Title: EXHIBIT 4(b)(i) NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Security and Pledge Agreement, to permit such Indebtedness to be secured by a validdated as of [__], perfected Lien 2020 (with such priority as the same may be designated amended, supplemented, modified or replaced from time to time, the “Agreement”), by and among the Borrowers or Obligors party thereto (each, an “Obligor” and, collectively, the relevant Restricted Subsidiary“Obligors”) and The Bank of New York Mellon, as collateral agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Obligor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown below to the extent such priority is permitted by Collateral Agent for the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions ratable benefit of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).holders of the Secured Obligations:

Intercreditor Agreement. The Administrative Agent and Each Person that is secured hereunder, by accepting the Collateral Agent are authorized benefits of the security provided hereby, (i) consents (or is deemed to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiaryconsent), to the extent such priority is permitted by subordination of Liens in favor of the Credit Documents)), and the parties hereto acknowledge that Collateral Trustee as provided for in the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the Second Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements)Agreement, (ii) hereby agrees (or is deemed to agree) that it will be bound by by, and will take no actions contrary to to, the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and Agreement, (iii) hereby authorizes (or is deemed to authorize) and instructs (or is deemed to instruct) the Administrative Agent Collateral Trustee on behalf of such Person to enter into, and perform under, the Intercreditor Agreement as “Third Lien Collateral Agent Trustee” (as defined in the Intercreditor Agreement). The Collateral Trustee agrees to enter into any amendments or joinders to the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (andAgreement, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with without the incurrence by any Credit Party consent of any Permitted First Holder or the Trustee, to add additional Indebtedness as Priority Refinancing Lien Debt, Second Lien Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Third Lien Debt (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted to be incurred and secured by the Credit applicable Secured Debt Documents)), ) and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to subject establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on the such Collateral securing the Obligations to the provisions thereofother Priority Lien Debt, Second Lien Debt or Third Lien Debt, as applicable, then outstanding. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors lenders under the Credit Agreement to extend credit to the Borrowers and (b) any potential provider of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to Company, as the Borrowers borrower under the Credit Agreement, and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt lenders are intended third-third party beneficiaries of such provisions this provision and the provisions of the Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative or Second Lien Collateral Trustee, or of agents or bailees of the Priority Lien Representative or Second Lien Collateral Trustee, as applicable, the perfection actions and related deliverables described in this Agreement (or the other customary intercreditor arrangements, if applicable)Third Lien Security Documents shall not be required.

Intercreditor Agreement. The Administrative Agent Lenders and the Collateral Agent are authorized to enter into Issuing Banks acknowledge that obligations of the Intercreditor Agreement Borrower and the Subsidiaries under any other customary intercreditor arrangements relating to Second Lien Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to will be secured by a valid, perfected Lien (with such priority as may be designated by Liens on assets of the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), Borrower and the parties hereto acknowledge Subsidiaries that constitute Collateral. At the Intercreditor Agreement and any other intercreditor arrangement entered into by request of the Borrower, the Administrative Agent and/or the Collateral Agent in accordance shall enter into an Intercreditor Agreement establishing the relative rights of the Secured Parties and of the secured parties under any Second Lien Indebtedness with this Section 10.26 is binding upon themrespect to the Collateral. Each Lender and each Issuing Bank hereby irrevocably (ia) understandsconsents to the treatment of Liens to be provided for under such Intercreditor Agreement, acknowledges (b) authorizes and agrees that Liens shall be created on directs the Administrative Agent and the Collateral pursuant Agent to the Second Lien Credit Documents, which Liens shall be subject to the terms execute and conditions of the deliver such Intercreditor Agreement (and any documents relating thereto, in each case on behalf of such Lender or such Issuing Bank and without any further consent, authorization or other customary intercreditor arrangements)action by such Lender or such Issuing Bank, (iic) hereby agrees that it that, upon the execution and delivery thereof, such Lender or such Issuing Bank will be bound by the provisions of such Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the such Intercreditor Agreement (or such other customary intercreditor arrangements) and (iiid) agrees that no Lender or Issuing Bank 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 such Intercreditor Agreement. Each Lender and each Issuing Bank hereby further irrevocably authorizes and instructs directs the Administrative Agent and the Collateral 134 Agent (i) if so requested by the Borrower, to agree with Holdings and the Borrower to a limit on the aggregate principal amount of post-petition financing with respect to which the holders of any Second Lien Indebtedness shall be prohibited from opposing or objecting pursuant to the provisions of an Intercreditor Agreement, provided that the Administrative Agent shall have received evidence reasonably satisfactory to it that such limit, and the terms thereof, is in an amount that is within the range of limits that would be customary at the time for an intercreditor agreement in respect of Second Lien Indebtedness of such type, and (ii) to enter into the such amendments, supplements or other modifications to any Intercreditor Agreement (and in connection with any other customary intercreditor arrangements relating extension, renewal, refinancing or replacement of any Loans or any Second Lien Indebtedness as are reasonably acceptable to Indebtedness permitted hereunder (andthe Administrative Agent to give effect thereto, in each casecase on behalf of such Lender or such Issuing Bank and without any further consent, any amendments, amendments and restatements, restatements or waivers of or supplements to authorization or other modifications to, action by such agreements, including in connection with the incurrence by any Credit Party of any Permitted First Priority Refinancing Debt Lender or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), Issuing Bank. The Administrative Agent and to subject the Liens on the Collateral securing Agent shall have the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (b) any potential provider benefit of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to extend credit to the Borrowers and such Second Lien Creditors and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of this Section 9 with respect to all actions taken by it pursuant to this Section 9.10 or in accordance with the terms of any Intercreditor Agreement (or other customary intercreditor arrangements, if applicable)to the full extent thereof.