Common use of Intercreditor Agreement Clause in Contracts

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, CONSENTS TO THE SUBORDINATION OF THE LIENS ON THE CURRENT ASSET COLLATERAL SECURING THE FINANCE OBLIGATIONS ON THE TERMS SET FORTH IN THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL ORIGINAL TERM LOAN AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKAND TO SUBJECT THE LIENS ON THE COLLATERAL SECURING THE FINANCE OBLIGATIONS TO THE PROVISIONS THEREOF. THE PROVISIONS OF THIS SECTION 9.20 10.16 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS OF THIS SECTION 10.16 ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN ABL CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT PURSUANT TO THE LOAN DOCUMENTS IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENTS AND EACH OTHER APPLICABLE ACCEPTABLE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS OR SUCH OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT (AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT) AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE AGREEMENTS OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE (a) EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT (X) IT IS MADE THE INTENTION OF THE PARTIES HERETO THAT THE TERM OBLIGATIONS ARE INTENDED TO CONSTITUTE A DISTINCT AND SEPARATE CLASS FROM THE ABL OBLIGATIONS, (Y) AS BETWEEN THE SECURED CREDITORS, IT IS THE INTENTION OF THE PARTIES HERETO THAT THE TERM OBLIGATIONS (INCLUDING ALL POST-PETITION INTEREST WITH RESPECT THERETO) (1) HAVE A FIRST PRIORITY SECURITY INTEREST, AND THAT THE ABL OBLIGATIONS HAVE A SECOND PRIORITY SECURITY INTEREST, IN ALL COLLATERAL OF THE U.S. CREDIT PARTIES CONSTITUTING TERM PRIORITY COLLATERAL AND (2) HAVE NO SECURITY INTEREST, AND THAT THE ABL OBLIGATIONS HAVE A FIRST PRIORITY SECURITY INTEREST, IN ALL COLLATERAL OF THE CANADIAN CREDIT PARTIES AND THE SWISS CE AND ITS SUBSIDIARIES AND (Z) AS BETWEEN THE SECURED CREDITORS, IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ABL OBLIGATIONS (INCLUDING ALL POST-PETITION INTEREST WITH RESPECT THERETO) (1) HAVE A FIRST PRIORITY SECURITY INTEREST, AND THAT THE TERM OBLIGATIONS HAVE A SECOND PRIORITY SECURITY INTEREST, IN ALL COLLATERAL OF THE U.S. CREDIT PARTIES CONSTITUTING ABL PRIORITY COLLATERAL AND (2) HAVE A SECURITY INTEREST, AND THAT THE ABL OBLIGATIONS HAVE NO SECURITY INTEREST, IN ALL COLLATERAL OF THE GERMAN BORROWER AND ITS SUBSIDIARIES (EXCEPT FOR ASSETS SOLD PURSUANT TO THE INTERCREDITOR AGREEMENTRECEIVABLES PURCHASE AGREEMENTS AND ASSETS OF TRANSITORY EUROPEAN SUBSIDIARIES). EACH LENDER FURTHER UNDERSTANDS, ACKNOWLEDGES AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS SETTING FORTH THE PRIORITIES AS BETWEEN THE HOLDERS OF ABL OBLIGATIONS ON THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENTONE HAND, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOFHOLDERS OF TERM OBLIGATIONS, AND NEITHER ON THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED OTHER HAND, ARE SET FORTH IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH OF THE ASSIGNOR, THE COLLATERAL AGENT (ON BEHALF OF THE SECURED CREDITORS) AND THE DEPOSIT ACCOUNT BANK ACKNOWLEDGES AND AGREES THAT (X) THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT BY THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF (AND ANY EXERCISE THEREOF BY) THE COLLATERAL AGENT AND THE SECURED CREDITORS HEREUNDER SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS OF THE INTERCREDITOR AGREEMENT; AND (Y) THE LIEN AND SECURITY INTEREST GRANTED PURSUANT TO THIS AGREEMENT TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECOND PRIORITY CREDITORS IN THE COLLATERAL SHALL BE A SECOND PRIORITY LIEN, SUBJECT TO THE SECURITY INTEREST GRANTED TO THE FIRST PRIORITY AGENT FOR THE BENEFIT OF THE FIRST PRIORITY CREDITORS ON THE TERMS AND CONDITIONS SET FORTH IN THE FIRST PRIORITY COLLATERAL DOCUMENTS AND THE INTERCREDITOR AGREEMENT AND ALL OTHER RIGHTS AND BENEFITS AFFORDED HEREUNDER TO THE SECURED CREDITORS ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS OF THE INTERCREDITOR AGREEMENT. EACH LENDER IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR SHALL CONTROL AT ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN TIME THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTIS IN EFFECT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” REVOLVING FACILITY AGENT AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT TERM LOAN AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE SECOND LIEN INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 5, BETWEEN JPMORGAN CHASE BANK, N.A., AS PRIORITY LIEN AGENT (AS DEFINED THEREIN), U.S. BANK NATIONAL ASSOCIATION, AS SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN), THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES (THE “INTERCREDITOR AGREEMENT”). EACH LENDER AND ISSUING BANK HEREUNDER HOLDER OF SECOND LIEN OBLIGATIONS (AS DEFINED THEREIN), BY ITS ACCEPTANCE OF SUCH SECOND LIEN OBLIGATIONS (I) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (II) AGREES THAT IT WILL BE BOUND BY BY, AND WILL TAKE NO ACTIONS CONTRARY TO TO, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (III) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN) ON BEHALF OF EACH SECOND LIEN SECURED PARTY (AS DEFINED THEREIN) TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND AGENT ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTSECOND LIEN SECURED PARTIES. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN PRIORITY CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER TO THE COMPANY AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND FIRST LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK PURCHASER HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS ACTION CONTRARY TO THE PROVISIONS OF THE SECOND LIEN INTERCREDITOR AND SUBORDINATION AGREEMENT AND EACH OTHER INTERCREDITOR AGREEMENT ENTERED INTO BY THE PURCHASER REPRESENTATIVE AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT PURCHASER REPRESENTATIVE TO ENTER INTO THE EACH APPLICABLE INTERCREDITOR AGREEMENT CONTEMPLATED BY THIS AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENT” OR “SUBORDINATED AGENT” (OR EQUIVALENT) AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENTSECURED PARTY. REFERENCE MUST BE MADE TO THE EACH INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK SECURED PARTY IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE EACH INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT PURCHASER REPRESENTATIVE NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK SECURED PARTY AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE ANY INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT PURCHASERS OR HOLDERS OF ANY OTHER INDEBTEDNESS SUBJECT TO ANY APPLICABLE INTERCREDITOR AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS PURCHASERS AND/OR HOLDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE EACH APPLICABLE INTERCREDITOR AGREEMENT. Notwithstanding anything herein to the contrary, the priority of payments owing to the holders or lenders under this Agreement and the priority of the lien and security interest granted to the Subordinated Agent (as defined in the Second Lien Intercreditor and Subordination Agreement) pursuant to this Agreement and the exercise of any right or remedy by the Subordinated Agent (as defined in the Second Lien Intercreditor and Subordination Agreement) hereunder are subject to the provisions of the Second Lien Intercreditor and Subordination Agreement.

Intercreditor Agreement. REFERENCE IS MADE TO EACH LENDER PARTY HERETO (I) UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT (AND EACH OF ITS SUCCESSORS AND ASSIGNS) AND EACH OTHER LENDER (AND EACH OF THEIR SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND , (II) AUTHORIZES AND INSTRUCTS DIRECTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT ON ITS BEHALF, AND (III) AGREES THAT ANY ACTION TAKEN BY THE AGENT PURSUANT TO THE INTERCREDITOR AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SHALL BE BINDING UPON SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 15.19 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT OR FULLY DESCRIBE THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS A COPY OF THE INTERCREDITOR AGREEMENT MAY BE OBTAINED FROM THE AGENT. THE INTERCREDITOR AGREEMENT IS AN AGREEMENT SOLELY AMONGST THE SECURED PARTIES (AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND THEIR RESPECTIVE AGENTS (INCLUDING THEIR SUCCESSORS AND ASSIGNS) AND IS ACKNOWLEDGED AND AGREED TO BY THE LOAN PARTIES. AS MORE FULLY PROVIDED THEREIN, THE INTERCREDITOR AGREEMENT CAN ONLY BE AMENDED BY THE PARTIES THERETO IN ACCORDANCE WITH THE PROVISIONS THEREOF. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL GOVERN.

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS MORTGAGE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF JULY 6, 2007 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC., A CORPORATION FORMED UNDER THE CANADA BUSINESS CORPORATIONS ACT, NOVELIS CORPORATION, A TEXAS CORPORATION, NOVELIS PAE CORPORATION, A DELAWARE CORPORATION, NOVELIS FINANCES USA LLC, A DELAWARE LIMITED LIABILITY COMPANY, NOVELIS SOUTH AMERICA HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, ALUMINUM UPSTREAM HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, NOVELIS UK LIMITED, A LIMITED LIABILITY COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES WITH REGISTERED NUMBER 00279596, AND NOVELIS AG, A STOCK CORPORATION (AG) ORGANIZED UNDER THE LAWS OF SWITZERLAND, AV ALUMINUM INC., A CORPORATION FORMED UNDER THE CANADA BUSINESS CORPORATIONS ACT (“HOLDINGS”), THE SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, ABN AMRO BANK N.V., AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), LASALLE BUSINESS CREDIT, LLC, AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND AS FUNDING AGENT, ABN AMRO BANK N.V., ACTING THROUGH ITS CANADIAN BRANCH, AS CANADIAN ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS AND AS CANADIAN FUNDING AGENT, UBS AG, STAMFORD BRANCH, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), AND AS COLLATERAL AGENT FOR THE TERM LOAN CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND CERTAIN OTHER PERSONS WHICH MAY BE OR BECOME PARTIES THERETO OR BECOME BOUND THERETO FROM TIME TO TIME. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENTMORTGAGE, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE EACH INTERCREDITOR AGREEMENT. EACH LENDER AND EACH ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE ANY INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE EACH INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” (OR OTHER APPLICABLE TITLE) AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE ANY INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE EACH APPLICABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND EACH ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE EACH INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE ANY INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT AND/OR THE HOLDERS OF ANY OTHER INDEBTEDNESS SUBJECT TO ANY APPLICABLE INTERCREDITOR AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE EACH INTERCREDITOR AGREEMENT.

Intercreditor Agreement. (a) REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND EACH ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 12.27 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND EACH ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. IN THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO CASE OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE LENDERS UNDER INTERCREDITOR AGREEMENT AND ANY LOAN DOCUMENT, THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENTAGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF JUNE 30, 2006 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG THE BORROWER, HOLDINGS, THE SUBSIDIARIES OF THE BORROWER PARTY THERETO, CREDIT SUISSE, AS FIRST LIEN COLLATERAL AGENT (AS DEFINED THEREIN), AND CREDIT SUISSE, AS SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN). EACH LENDER AND ISSUING BANK HEREUNDER (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AGENT AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTLENDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND FIRST LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER TO THE BORROWER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTPROVISIONS.

Intercreditor Agreement. REFERENCE IS HEREBY MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY NOTWITHSTANDING ANYTHING HEREIN TO THE PROVISIONS OF CONTRARY, (I) THE LIENS AND SECURITY INTERESTS GRANTED PURSUANT TO THIS AGREEMENT ARE EXPRESSLY SUBJECT AND SUBORDINATE TO THE LIENS AND SECURITY INTERESTS GRANTED PURSUANT TO THE FIRST LIEN COLLATERAL DOCUMENTS (AS SUCH TERM IS DEFINED IN THE INTERCREDITOR AGREEMENT AGREEMENT) AND AUTHORIZES (II) THE EXERCISE OF ANY RIGHT OR REMEDY HEREUNDER IS SUBJECT TO THE LIMITATIONS AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, . IN THE FORM EVENT OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO ANY CONFLICT BETWEEN THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOFOF THIS AGREEMENT, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY TERMS OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTAGREEMENT SHALL GOVERN. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER COLLATERAL AGENT, FOR ITSELF AND ON BEHALF OF EACH OF THE SECOND LIEN CREDIT AGENTS AND OTHER SECURED PARTIES, HEREBY AGREES THAT ANY PROVISION OF THIS AGREEMENT TO EXTEND CREDIT THEREUNDER THE CONTRARY NOTWITHSTANDING, NO GRANTOR SHALL BE REQUIRED TO ACT OR REFRAIN FROM ACTING IN A MANNER THAT IS INCONSISTENT WITH THE TERMS AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. WITHOUT LIMITATION OF THE FOREGOING AND IN ANY EVENT, NO GRANTOR SHALL BE REQUIRED TO TAKE ANY ACTION HEREUNDER IF TAKING SUCH ACTION (X) WOULD BE INCONSISTENT WITH THE TERMS OF THE INTERCREDITOR AGREEMENT OR (Y) WOULD IMPAIR THE ABILITY OF ANY FIRST LIEN AGENT OR OTHER FIRST LIEN SECURED PARTY TO PERFECT OR ENFORCE ITS INTEREST IN ANY COLLATERAL OR TO OBTAIN POSSESSION OR CONTROL (WITHIN THE MEANING OF THE UCC) OF ANY COLLATERAL IN ORDER TO ASSURE THE PRIORITY OF THE LIEN THEREIN OF SUCH FIRST LIEN AGENT OR OTHER FIRST LIEN SECURED PARTY AS AGAINST ANY OTHER PERSON.

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING HEREIN TO THE INTERCREDITOR CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT. EACH LENDER , THE TERMS OF THIS AGREEMENT, AND ISSUING BANK THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT DATED AS OF MARCH 16, 2022 (AS MAY BE AMENDED, RESTATED, AMENDED AND AUTHORIZES RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”) BY AND INSTRUCTS BETWEEN BIOPHARMA CREDIT PLC, AS COLLATERAL AGENT UNDER THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR LOAN AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND RTW INVESTMENTS ICAV, FOR AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. RTW FUND 2, AS PAYER UNDER THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF PRE-PAID FORWARD CONTRACT (AS DEFINED THEREIN) AND ACKNOWLEDGED AND AGREED BY UROGEN PHARMA, INC., AS BORROWER UNDER THE INTERCREDITOR LOAN AGREEMENT, AND UROGEN PHARMA LTD., AS THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS COUNTERPARTY UNDER THE PRE-PAID FORWARD CONTRACT AND PARENT AND A CREDIT PARTY UNDER THE LOAN AGREEMENT. REFERENCE MUST BE MADE TO IN THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL EVENT OF ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAGREEMENT SHALL CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENTS AND EACH OTHER APPLICABLE ACCEPTABLE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS OR SUCH OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKXXXXXX. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT (AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT) AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE AGREEMENTS OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL TERM LOAN ADMINISTRATIVE AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 9.22 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN ABL CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE LOAN DOCUMENTS IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT WITH RESPECT TO ANY COLLATERAL ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENTS AND EACH OTHER APPLICABLE ACCEPTABLE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS OR SUCH OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENTS AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENTS AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE ANY INTERCREDITOR AGREEMENT OR ACCEPTABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AGREEMENTS (AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT) AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTS OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND FIRST LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING HEREIN TO THE INTERCREDITOR AGREEMENT. EACH LENDER CONTRARY, THE LIEN AND ISSUING BANK PRIORITY GRANTED TO AGENT PURSUANT TO ANY LOAN DOCUMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY IN RESPECT OF THE COLLATERAL BY AGENT HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY OR UNDER ANY OTHER LOAN DOCUMENT ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS AGREEMENT. IN THE ADMINISTRATIVE AGENT TO ENTER INTO EVENT OF ANY CONFLICT BETWEEN THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT, THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW 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 WITH RESPECT TO THE COLLATERAL OF AGENT (AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS SECURED PARTIES) SHALL BE SUBJECT TO THE SUFFICIENCY OR ADVISABILITY TERMS OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT, AND NO CREDITLOAN PARTY SHALL BE REQUIRED HEREUNDER OR UNDER ANY LOAN DOCUMENT TO TAKE ANY ACTION WITH RESPECT TO THE COLLATERAL THAT IS INCONSISTENT WITH SUCH LOAN PARTIES’ OBLIGATIONS UNDER THE FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF. AGENT MAY NOT REQUIRE ANY CREDITLOAN PARTY TO TAKE ANY ACTION WITH RESPECT TO THE CREATION, PERFECTION OR PRIORITY OF ITS LIEN, WHETHER PURSUANT TO THE EXPRESS TERMS HEREOF OR OF ANY OTHER LOAN DOCUMENT OR PURSUANT TO THE FURTHER ASSURANCE PROVISIONS HEREOF OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT SUCH ACTION WOULD BE VIOLATIVE OF THE INTERCREDITOR AGREEMENT OR SUCH LOAN PARTY’S OBLIGATIONS UNDER THE FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT DELIVERY OF ANY COLLATERAL TO AGENT UNDER THE FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF PURSUANT TO THE LENDERS FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF SHALL SATISFY ANY DELIVERY REQUIREMENT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND EXTENT THAT SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND DELIVERY IS CONSISTENT WITH THE PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO EACH LENDER HEREUNDER (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER , (B) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AGENT AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTLENDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND FIRST LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER TO THE BORROWERS AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS. TO THE EXTENT OF ANY CONFLICT BETWEEN THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE PROVISIONS INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL GOVERN. NOTWITHSTANDING ANYTHING HEREIN OR ANY OTHER LOAN DOCUMENT TO THE CONTRARY, IF THE DISCHARGE OF FIRST LIEN OBLIGATIONS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) HAS NOT OCCURRED, TO THE EXTENT ANY LOAN PARTY IS REQUIRED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO DELIVER COLLATERAL (INCLUDING ANY CERTIFICATES, INSTRUMENTS OR OTHER DOCUMENTS EVIDENCING COLLATERAL) TO THE ADMINISTRATIVE AGENT OR COLLATERAL AGENT FOR PURPOSES OF PERFECTION, POSSESSION AND/OR CONTROL AND IS UNABLE TO DO SO AS A RESULT OF HAVING PREVIOUSLY DELIVERED SUCH COLLATERAL TO THE FIRST LIEN COLLATERAL AGENT IN ACCORDANCE WITH THE TERMS OF THE FIRST LIEN LOAN DOCUMENTS, SUCH LOAN PARTY’S OBLIGATIONS HEREUNDER AND UNDER ANY OTHER LOAN DOCUMENT WITH RESPECT TO SUCH DELIVERY SHALL BE DEEMED SATISFIED BY THE DELIVERY TO THE FIRST LIEN COLLATERAL AGENT, ACTING AS GRATUITOUS BAILEE OF THE ADMINISTRATIVE AGENT PURSUANT TO THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE EACH LENDER UNDERSTANDS. ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE CREATED ON THE COLLATERAL PURSUANT TO THE ABL DOCUMENTS. WHICH LIENS SHALL BE SUBJECT TO TERMS AND CONDITIONS OF THE INTERCREDITOR AGREEMENT. EACH LENDER PURSUANT TO THE EXPRESS TERMS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO ANY OF THE LOAN DOCUMENTS. THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. EACH LENDER AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT AGENTS TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER THE LENDERS. AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR ISSUING BANKDEEMED ADVISABLE) BY THE AGENTS IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT. THE PROVISIONS OF THIS SECTION 9.20 10.24 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, . AND NEITHER NONE OF THE ADMINISTRATIVE AGENT. THE COLLATERAL AGENT NOR OR ANY OF ITS THEIR RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER LENDER, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR ISSUING BANKDEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT, AS THE CASE MAY BE. THE PROVISIONS OF THIS SECTION 9.20 9.21 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE COLLATERAL AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT ARE INTENDED AS AN INDUCEMENT SUBJECT TO THE LENDERS UNDER TERMS SET FORTH IN THE SECOND LIEN CREDIT INTERCREDITOR AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES IN ALL RESPECTS AND, IN THE EVENT OF SUCH PROVISIONS AND ANY CONFLICT BETWEEN THE PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN.

Intercreditor Agreement. REFERENCE IS MADE TO THE TRUSTEE, THE COLLATERAL AGENT AND, BY ACCEPTANCE OF ANY NOTE, EACH HOLDER, (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER , (B) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AGENT AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTIT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS FIRST LIEN CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) UNDER THE SECOND FIRST LIEN CREDIT AGREEMENT LOAN DOCUMENTS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) TO PERMIT THE INCURRENCE OF INDEBTEDNESS UNDER THIS INDENTURE AND TO EXTEND CREDIT THEREUNDER TO THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES AND SUCH LENDERS FIRST LIEN CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE THIS INDENTURE OR THE OTHER INDENTURE DOCUMENTS REGARDING THE LIENS AND SECURITY INTERESTS AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE TRUSTEE OR THE COLLATERAL AGENT OR ANY HOLDERS WITH RESPECT TO THE COLLATERAL, THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAGREEMENT SHALL CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF MARCH 30, 2006 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), AMONG THE BORROWER, THE SUBSIDIARIES OF THE BORROWER PARTY THERETO, CREDIT SUISSE, AS FIRST LIEN COLLATERAL AGENT (AS DEFINED THEREIN), AND CREDIT SUISSE, AS SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN). EACH LENDER AND ISSUING BANK HEREUNDER (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AGENT AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTLENDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND FIRST LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER TO THE BORROWER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.PROVISIONS. [Remainder of this page intentionally left blank]

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND ANY FIRST LIEN CREDIT AGREEMENT FACILITY TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.. 149

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKAND TO SUBJECT THE LIENS ON THE COLLATERAL SECURING THE SECURED OBLIGATIONS TO THE PROVISIONS THEREOF. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND ANY FIRST LIEN CREDIT AGREEMENT FACILITY TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD THIRD-PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENTREPRESENTATIVE” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT FACILITY TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ‎9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER SECURED PARTY HEREBY (a) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AGREEMENT, (b) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT ADMINISTRATIVE AGENT” AND “COLLATERAL AGENT”, RESPECTIVELY, ON BEHALF OF SUCH SECURED PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AGREEMENT AS ARE DELEGATED TO ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, (c) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER SECURED PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AGREEMENT AS ARE DELEGATED TO COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, AND EACH SECURED PARTY UNDERSTANDS AND AGREES THAT COLLATERAL AGENT IS ALSO ACTING AS COLLATERAL AGENT FOR THE BENEFIT OF THE OTHER SECURED PARTIES, INCLUDING UNDER THE FIRST OUT TERM CREDIT DOCUMENTS AND (d) ACKNOWLEDGES THE TERMS OF THE INTERCREDITOR AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS, WAIVERS, COVENANTS AND OTHER AGREEMENTS MADE WITH RESPECT TO, OR ISSUING BANKON BEHALF OF, SUCH SECURED PARTY IN THE INTERCREDITOR AGREEMENT. EACH SECURED PARTY AGREES THAT ANY ACTION TAKEN BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS IN ACCORDANCE WITH THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, AND THE EXERCISE BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS OF ANY RIGHTS OR REMEDIES SET FORTH THEREIN, TOGETHER WITH ALL OTHER POWERS REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED BY AND BINDING UPON ALL SECURED PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AS APPLICABLE, SHALL HAVE THE SOLE AND EXCLUSIVE AUTHORITY TO (I) ACT AS THE DISBURSING AND COLLECTING AGENT FOR SECURED PARTIES WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN CONNECTION WITH THE CREDIT DOCUMENTS; (II) EXECUTE AND DELIVER AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, RESPECTIVELY, ANY INTERCREDITOR OR SUBORDINATION AGREEMENT (OR JOINDER THERETO), AND ACCEPT DELIVERY THEREOF FROM ANY CREDIT PARTY OR OTHER PERSON; (III) ACT AS COLLATERAL AGENT FOR SECURED PARTIES FOR PURPOSES OF PERFECTING LIENS UNDER THE CREDIT DOCUMENTS, AND FOR ALL OTHER PURPOSES STATED THEREIN; (IV) OTHERWISE DEAL WITH COLLATERAL AS EXPRESSLY SET FORTH IN THE CREDIT DOCUMENTS; AND (V) TAKE ANY ENFORCEMENT ACTION OR OTHERWISE EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL UNDER THE CREDIT DOCUMENTS, APPLICABLE LAW OR OTHERWISE. EACH SECURED PARTY HEREBY FURTHER AGREES THAT IT SHALL ONLY DIRECT OR OTHERWISE AUTHORIZE EITHER AGENT TO TAKE OR OMIT TO TAKE ANY ACTION IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT AND NEITHER AGENT SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN ACCORDANCE WITH ANY DIRECTION OR AUTHORIZATION RECEIVED PURSUANT TO SECTION 12.4 OF THIS AGREEMENT. THE DUTIES OF ADMINISTRATIVE AGENT AND COLLATERAL AGENT SHALL BE MINISTERIAL AND ADMINISTRATIVE IN NATURE, AND NEITHER ADMINISTRATIVE AGENT NOR COLLATERAL AGENT SHALL HAVE A FIDUCIARY RELATIONSHIP WITH ANY LENDER, PARTICIPANT OR OTHER PERSON, BY REASON OF ANY CREDIT DOCUMENT OR ANY TRANSACTION RELATING THERETO. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK SECURED PARTY IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE NONE OF ADMINISTRATIVE AGENT, COLLATERAL AGENT NOR ANY OF ITS THEIR AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK SECURED PARTY AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. IN THE FOREGOING PROVISIONS ARE INTENDED AS EVENT OF AN INDUCEMENT TO INCONSISTENCY BETWEEN THIS AGREEMENT AND THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.AGREEMENT SHALL GOVERN AND CONTROL. 109

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENTS AND EACH OTHER APPLICABLE ACCEPTABLE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS OR SUCH OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENTS AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENTS AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE ANY INTERCREDITOR AGREEMENT OR ACCEPTABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AGREEMENTS (AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT) AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTS OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER SECURED PARTY HEREBY (a) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AGREEMENT, (b) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT ADMINISTRATIVE AGENT” AND “COLLATERAL AGENT”, RESPECTIVELY, ON BEHALF OF SUCH SECURED PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AGREEMENT AS ARE DELEGATED TO ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, (c) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER SECURED PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AGREEMENT AS ARE DELEGATED TO COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, AND EACH SECURED PARTY UNDERSTANDS AND AGREES THAT COLLATERAL AGENT IS ALSO ACTING AS COLLATERAL AGENT FOR THE BENEFIT OF THE OTHER SECURED PARTIES, INCLUDING UNDER THE SECOND OUT TERM CREDIT DOCUMENTS AND (d) ACKNOWLEDGES THE TERMS OF THE INTERCREDITOR AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS, WAIVERS, COVENANTS AND OTHER AGREEMENTS MADE WITH RESPECT TO, OR ISSUING BANKON BEHALF OF, SUCH SECURED PARTY IN THE INTERCREDITOR AGREEMENT. EACH SECURED PARTY AGREES THAT ANY ACTION TAKEN BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS IN ACCORDANCE WITH THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, AND THE EXERCISE BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS OF ANY RIGHTS OR REMEDIES SET FORTH THEREIN, TOGETHER WITH ALL OTHER POWERS REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED BY AND BINDING UPON ALL SECURED PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AS APPLICABLE, SHALL HAVE THE SOLE AND EXCLUSIVE AUTHORITY TO (I) ACT AS THE DISBURSING AND COLLECTING AGENT FOR SECURED PARTIES WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN CONNECTION WITH THE CREDIT DOCUMENTS; (II) EXECUTE AND DELIVER AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, RESPECTIVELY, ANY INTERCREDITOR OR SUBORDINATION AGREEMENT (OR JOINDER THERETO), AND ACCEPT DELIVERY THEREOF FROM ANY CREDIT PARTY OR OTHER PERSON; (III) ACT AS COLLATERAL AGENT FOR SECURED PARTIES FOR PURPOSES OF PERFECTING LIENS UNDER THE CREDIT DOCUMENTS, AND FOR ALL OTHER PURPOSES STATED THEREIN; (IV) OTHERWISE DEAL WITH COLLATERAL AS EXPRESSLY SET FORTH IN THE CREDIT DOCUMENTS; AND (V) TAKE ANY ENFORCEMENT ACTION OR OTHERWISE EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL UNDER THE CREDIT DOCUMENTS, APPLICABLE LAW OR OTHERWISE. EACH SECURED PARTY HEREBY FURTHER AGREES THAT IT SHALL ONLY DIRECT OR OTHERWISE AUTHORIZE EITHER AGENT TO TAKE OR OMIT TO TAKE ANY ACTION IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT AND NEITHER AGENT SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN ACCORDANCE WITH ANY DIRECTION OR AUTHORIZATION RECEIVED PURSUANT TO SECTION 12.4 OF THIS AGREEMENT. THE DUTIES OF ADMINISTRATIVE AGENT AND COLLATERAL AGENT SHALL BE MINISTERIAL AND ADMINISTRATIVE IN NATURE, AND NEITHER ADMINISTRATIVE AGENT NOR COLLATERAL AGENT SHALL HAVE A FIDUCIARY RELATIONSHIP WITH ANY LENDER, PARTICIPANT OR OTHER PERSON, BY REASON OF ANY CREDIT DOCUMENT OR ANY TRANSACTION RELATING THERETO. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK SECURED PARTY IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE NONE OF ADMINISTRATIVE AGENT, COLLATERAL AGENT NOR ANY OF ITS THEIR AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK SECURED PARTY AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. IN THE FOREGOING PROVISIONS ARE INTENDED AS EVENT OF AN INDUCEMENT TO INCONSISTENCY BETWEEN THIS AGREEMENT AND THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.AGREEMENT SHALL GOVERN AND CONTROL. 133

Intercreditor Agreement. REFERENCE IS MADE TO THE EACH INTERCREDITOR AGREEMENT. EACH LENDER AND EACH ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE ANY INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE EACH INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” (OR OTHER APPLICABLE TITLE) AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE ANY INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE EACH APPLICABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND EACH ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE EACH INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE ANY INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT HOLDERS OF ANY INDEBTEDNESS SUBJECT TO ANY APPLICABLE INTERCREDITOR AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE EACH INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING HEREIN TO THE INTERCREDITOR AGREEMENT. EACH LENDER CONTRARY, THE LIEN AND ISSUING BANK SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY ARE SUBJECT TO THE PROVISIONS OF ANY APPLICABLE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF SUCH APPLICABLE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THIS AGREEMENT, THE PROVISIONS OF SUCH APPLICABLE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SO LONG AS THE CLOSING DATE ABL INTERCREDITOR AGREEMENT IS IN EFFECT, ANY REQUIREMENT OF THIS SECTION 9.20 ARE NOT INTENDED AGREEMENT TO SUMMARIZE ALL RELEVANT PROVISIONS DELIVER ABL PRIORITY COLLATERAL TO THE COLLATERAL AGENT SHALL BE DEEMED SATISFIED BY DELIVERY OF SUCH ABL PRIORITY COLLATERAL TO THE ABL AGENT (AS SUCH TERM IS DEFINED IN THE CLOSING DATE ABL INTERCREDITOR AGREEMENT), AS BAILEE OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE COLLATERAL AGENT PURSUANT TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE CLOSING DATE ABL INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE BY ACCEPTING THE BENEFITS OF THE SECURITY INTERESTS SET FORTH HEREIN THE LENDER PARTIES (INCLUDING EACH PERSON THAT BECOMES A LENDER PARTY PURSUANT TO SECTION 13.5 OR OTHERWISE) HEREBY (A) CONSENT TO AND APPROVE EACH AND ALL OF THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT , (B) AGREE THAT, UPON THE ADMINISTRATIVE AGENT’S EXECUTION OF THE INTERCREDITOR AGREEMENT, THEY WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, (C) ACKNOWLEDGE THAT THE LIENS SECURING THE OBLIGATIONS, AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT TO THE GUARANTEED OBLIGATIONS AND THE LIENS GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT THE ADMINISTRATIVE AGENT AND LENDER PARTIES UNDER THE PLEDGE AGREEMENT AND AUTHORIZES THE OTHER LOAN DOCUMENTS, ARE SUBJECT TO THE INTERCREDITOR AGREEMENT AND INSTRUCTS (D) IRREVOCABLY AUTHORIZE AND DIRECT THE ADMINISTRATIVE AGENT TO ENTER INTO EXECUTE AND DELIVER THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. UPON THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OCCURRECE OF THE INTERCREDITOR AGREEMENT, SECURITY TRIGGER DATE AND TO PERFORM ITS OBLIGATIONS THEREUNDER. IN THE FORM EVENT OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO ANY CONFLICT BETWEEN THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.AGREEMENT SHALL GOVERN. ​ Further, by accepting the benefits set forth herein the Lender Parties (including each Person that becomes a Lender Party pursuant to Section 13.5 or otherwise) hereby (a) acknowledge that Xxxxx Fargo is acting under the Intercreditor Agreement in multiple capacities as the Administrative Agent and the Collateral Agent and (b) waive any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against Xxxxx Fargo any claims, causes of action, damages or liabilities of whatever kind or nature relating to any such conflict of interest, except for any such claims, causes of action, damages or liabilities resulting from gross negligence or willful misconduct by ​ Xxxxx Fargo as determined by a court of competent jurisdiction in a final, non-appealable judgment. The Lender Parties (and each Person that becomes a Lender Party pursuant to Section 13.5 or otherwise) hereby authorize and direct Xxxxx Fargo to enter into the Intercreditor Agreement on behalf of each Lender Party and agree that Xxxxx Fargo, in its various capacities thereunder, may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement. ​ ​ ​ ​ 139 ANNEX III ​ GUARANTORS ​ See attached. ​ ​ ​ ​ ​ ​ ​ ​ GUARANTORS · SUNSTONE HOTEL INVESTORS, INC. · SUNSTONE EAST GRAND, LLC · SUNSTONE ST. XXXXXXX, LLC · SUNSTONE SAINT CLAIR, LLC · WB SUNSTONE-PORTLAND, LLC · SUNSTONE OCEAN, LLC · SUNSTONE RED OAK, LLC · SUNSTONE EC5, LLC · SUNSTONE HAWAII 3-0, LLC · SUNSTONE HOLDCO 4, LLC · SUNSTONE HOLDCO 5, LLC · SUNSTONE HOLDCO 6, LLC · SUNSTONE HOLDCO 8, LLC · SUNSTONE HOLDCO 10, LLC · BOSTON 1927 OWNER, LLC · SUNSTONE WHARF, LLC · SUNSTONE SEA HARBOR, LLC · KEY WEST 2016, LLC · SUNSTONE SEA HARBOR HOLDCO, LLC · SWW NO. 1 LLC

Intercreditor Agreement. REFERENCE IS MADE TO EACH MEMBER OF THE LENDER GROUP (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER , (B) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AGENT AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTPERSON. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS SECOND LIEN CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) UNDER THE SECOND LIEN CREDIT LOAN DOCUMENTS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) TO PERMIT THE INCURRENCE OF INDEBTEDNESS UNDER THIS AGREEMENT AND TO EXTEND CREDIT THEREUNDER TO THE BORROWER AND CERTAIN OF ITS SUBSIDIARIES AND SUCH LENDERS SECOND LIEN CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND PROVISIONS. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAGREEMENT AND THE PROVISIONS OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS REGARDING THE LIENS AND SECURITY INTERESTS OR THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT OR THE LENDERS WITH RESPECT TO THE COLLATERAL, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL. [Signature pages to follow.]

Intercreditor Agreement. REFERENCE IS MADE TO THE SECOND LIEN INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 5, BETWEEN JPMORGAN CHASE BANK, N.A., AS PRIORITY LIEN AGENT (AS DEFINED THEREIN), U.S. BANK NATIONAL ASSOCIATION, AS SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN), THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES (THE “INTERCREDITOR AGREEMENT”). EACH LENDER AND ISSUING BANK HEREUNDER HOLDER OF SECOND LIEN OBLIGATIONS (AS DEFINED THEREIN), BY ITS ACCEPTANCE OF SUCH SECOND LIEN OBLIGATIONS (I) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR Exhibit 4.5 AGREEMENT, (II) AGREES THAT IT WILL BE BOUND BY BY, AND WILL TAKE NO ACTIONS CONTRARY TO TO, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (III) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN) ON BEHALF OF EACH SECOND LIEN SECURED PARTY (AS DEFINED THEREIN) TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND AGENT ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTSECOND LIEN SECURED PARTIES. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN PRIORITY CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER TO THE COMPANY AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS ACTION CONTRARY TO THE PROVISIONS OF THE ANY INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE ANY INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKXXXXXX. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE ANY INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE ANY INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL OF THE TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE ANY INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE ANY INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT INDEBTEDNESS THAT IS SUBJECT TO ANY INTERCREDITOR AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE SUCH INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE (a) EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT (X) IT IS MADE THE INTENTION OF THE PARTIES HERETO THAT THE ABL OBLIGATIONS ARE INTENDED TO CONSTITUTE A DISTINCT AND SEPARATE CLASS FROM THE INTERCREDITOR AGREEMENTTERM OBLIGATIONS, (Y) AS BETWEEN THE SECURED CREDITORS, IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ABL OBLIGATIONS (INCLUDING ALL POST-PETITION INTEREST WITH RESPECT THERETO) (1) HAVE A FIRST PRIORITY SECURITY INTEREST, AND THAT THE TERM OBLIGATIONS HAVE A SECOND PRIORITY SECURITY INTEREST, IN ALL COLLATERAL OF THE U.S. CREDIT PARTIES CONSTITUTING ABL PRIORITY COLLATERAL AND (2) HAVE A FIRST PRIORITY SECURITY INTEREST, AND THAT THE TERM OBLIGATIONS HAVE NO SECURITY INTEREST, IN ALL COLLATERAL OF THE CANADIAN CREDIT PARTIES AND THE EUROPEAN CREDIT PARTIES AND (Z) AS BETWEEN THE SECURED CREDITORS, IT IS THE INTENTION OF THE PARTIES HERETO THAT THE TERM OBLIGATIONS (INCLUDING ALL POST-PETITION INTEREST WITH RESPECT THERETO) (I) HAVE A FIRST PRIORITY SECURITY INTEREST, AND THAT THE ABL OBLIGATIONS HAVE A SECOND PRIORITY SECURITY INTEREST, IN ALL COLLATERAL OF THE U.S. CREDIT PARTIES CONSTITUTING TERM PRIORITY COLLATERAL AND (2) HAVE A FIRST PRIORITY SECURITY INTEREST, AND THAT THE ABL OBLIGATIONS HAVE NO SECURITY INTEREST, IN ALL COLLATERAL OF GERMAN SUB-HOLDCO AND ITS SUBSIDIARIES. EACH LENDER FURTHER UNDERSTANDS, ACKNOWLEDGES AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS SETTING FORTH THE PRIORITIES AS BETWEEN THE HOLDERS OF ABL OBLIGATIONS ON THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENTONE HAND, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOFHOLDERS OF TERM OBLIGATIONS, AND NEITHER ON THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED OTHER HAND, ARE SET FORTH IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER, SWING LINE LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER, SWING LINE LENDER OR AND ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 10.22 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER, SWING LINE LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER, SWING LINE LENDER OR AND ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.141

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR AND ISSUING BANKBANK AND TO SUBJECT THE LIENS ON THE COLLATERAL SECURING THE SECURED OBLIGATIONS TO THE PROVISIONS THEREOF. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE ANY SECOND LIEN CREDIT AGREEMENT FACILITY TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS AND ISSUING BANKS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER PARTY HEREBY (a) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND COLLATERAL AGENCY AGREEMENT, (b) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT AS “FIRST LIEN CREDIT ADMINISTRATIVE AGENT” AND ON BEHALF OF SUCH LENDER PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT AS ARE DELEGATED TO ADMINISTRATIVE AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, (c) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT AS “COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT AS ARE DELEGATED TO COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, AND EACH LENDER PARTY UNDERSTANDS AND AGREES THAT COLLATERAL AGENT IS ALSO ACTING AS COLLATERAL AGENT FOR THE BENEFIT OF THE OTHER SECURED PARTIES, INCLUDING UNDER THE FIRST OUT TERM LOAN DOCUMENTS AND (d) ACKNOWLEDGES THE TERMS OF THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS, WAIVERS, COVENANTS AND OTHER AGREEMENTS MADE WITH RESPECT TO, OR ISSUING BANKON BEHALF OF, SUCH LENDER PARTY IN THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT. EACH LENDER PARTY AGREES THAT ANY ACTION TAKEN BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS IN ACCORDANCE WITH THE PROVISIONS OF THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, AND THE EXERCISE BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS OF ANY RIGHTS OR REMEDIES SET FORTH THEREIN, TOGETHER WITH ALL OTHER POWERS REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED BY AND BINDING UPON ALL LENDER PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AS APPLICABLE, SHALL HAVE THE SOLE AND EXCLUSIVE AUTHORITY TO (I) ACT AS THE DISBURSING AND COLLECTING AGENT FOR LENDERS WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN CONNECTION WITH THE LOAN DOCUMENTS; (II) EXECUTE AND DELIVER AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, RESPECTIVELY, ANY INTERCREDITOR OR SUBORDINATION AGREEMENT (OR JOINDER THERETO), AND ACCEPT DELIVERY THEREOF FROM ANY LOAN PARTY OR OTHER PERSON; (III) ACT AS COLLATERAL AGENT FOR LENDER PARTIES FOR PURPOSES OF PERFECTING AND ADMINISTERING LIENS UNDER THE FINANCING DOCUMENTS, AND FOR ALL OTHER PURPOSES STATED THEREIN; (IV) MANAGE, SUPERVISE OR OTHERWISE DEAL WITH COLLATERAL; AND (V) TAKE ANY ENFORCEMENT ACTION OR OTHERWISE EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL UNDER THE LOAN DOCUMENTS, APPLICABLE LAW OR OTHERWISE. THE DUTIES OF ADMINISTRATIVE AGENT AND COLLATERAL AGENT SHALL BE MINISTERIAL AND ADMINISTRATIVE IN NATURE, AND NEITHER ADMINISTRATIVE AGENT NOR COLLATERAL AGENT SHALL HAVE A FIDUCIARY RELATIONSHIP WITH ANY LENDER PARTY, PARTICIPANT OR OTHER PERSON, BY REASON OF ANY LOAN DOCUMENT OR ANY TRANSACTION RELATING THERETO. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AND COLLATERAL AGENCY AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK PARTY IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE NONE OF ADMINISTRATIVE AGENT, COLLATERAL AGENT NOR ANY OF ITS THEIR AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK PARTY AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT. IN THE FOREGOING PROVISIONS ARE INTENDED AS EVENT OF AN INDUCEMENT TO INCONSISTENCY BETWEEN THIS AGREEMENT AND THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER INTERCREDITOR AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND COLLATERAL AGENCY AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAND COLLATERAL AGENCY AGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (I) THE LIENS AND SECURITY INTERESTS GRANTED TO THE AGENT PURSUANT TO THIS JOINDER AGREEMENT ARE EXPRESSLY SUBJECT AND SUBORDINATE TO 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 XXXXX FARGO BANK, NATIONAL ASSOCIATION (AND ITS PERMITTED SUCCESSORS AND ASSIGNS) PURSUANT TO OR IN CONNECTION WITH THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 28, 2014, AMONG THE BORROWERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT. ), THE SUBSIDIARY GUARANTORS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), THE LENDERS PARTY THERETO FROM TIME TO TIME AND XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS AGENT, AS AMENDED, SUPPLEMENTED, RESTATED, EXTENDED, REFINANCED, RENEWED, REPLACED, DEFEASED, REFUNDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AND THE OTHER SENIOR AGENTS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), IF ANY, IN EACH LENDER CASE IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT AND ISSUING BANK (II) THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY IS SUBJECT TO THE LIMITATIONS AND PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS DATED AS OF APRIL 28, 2017 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE ADMINISTRATIVE AGENT TO ENTER INTO THE “INTERCREDITOR AGREEMENT AGREEMENT”), AMONG XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, WILMINGTON TRUST, NATIONAL ASSOCIATION, AS SECOND LIEN AGENT, THE FORM OTHER AGENTS, IF ANY, PARTY THERETO, THE BORROWERS AND EACH SUBSIDIARY OF WHICH IS ATTACHED AS AN EXHIBIT A BORROWER FROM TIME TO THIS AGREEMENTTIME PARTY THERETO AND AFFILIATED ENTITIES PARTY THERETO. REFERENCE MUST BE MADE TO IN THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL EVENT OF ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOFOF THIS JOINDER AGREEMENT, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENTAGREEMENT SHALL GOVERN.

Intercreditor Agreement. REFERENCE IS MADE TO THE EACH INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS ACTION CONTRARY TO THE PROVISIONS OF THE EACH INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE EACH INTERCREDITOR AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENT” (OR EQUIVALENT) AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE ANY INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE EACH INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE EACH INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE SUCH INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND FIRST LIEN CREDIT AGREEMENT AND THE HOLDERS OF ANY OTHER INDEBTEDNESS SUBJECT TO ANY APPLICABLE INTERCREDITOR AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE EACH APPLICABLE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. (a) EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND ISSUING BANK HEREUNDER AGREES THAT IT WILL (AND EACH OF ITS SUCCESSORS AND ASSIGNS) AND EACH OTHER LENDER (AND EACH OF THEIR SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF BY, THE INTERCREDITOR AGREEMENT AND, TO THE EXTENT REQUESTED BY THE BORROWER AFTER THE DATE OF THIS AGREEMENT TO BE ENTERED INTO IN CONNECTION WITH INDEBTEDNESS PERMITTED AND/OR NOT PROHIBITED BY THIS AGREEMENT TO BE INCURRED AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT PERMITTED BY THIS AGREEMENT TO ENTER INTO THE BE SUBJECT TO SUCH INTERCREDITOR AGREEMENT, ANY ADDITIONAL INTERCREDITOR AGREEMENT, ANY PARI PASSU INTERCREDITOR AGREEMENT OR ANY OTHER INTERCREDITOR AGREEMENT CONTEMPLATED BY THIS AGREEMENT, WHICH IN CERTAIN CIRCUMSTANCES MAY REQUIRE (AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” MORE FULLY PROVIDED THEREIN) THE TAKING OF CERTAIN ACTIONS BY THE LENDERS, INCLUDING THE PURCHASE AND ON BEHALF SALE OF SUCH LENDER OR ISSUING BANKPARTICIPATIONS BY VARIOUS LENDERS TO EACH OTHER IN ACCORDANCE WITH THE TERMS THEREOF. (b) THE PROVISIONS OF THIS SECTION 9.20 13.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT OR FULLY DESCRIBE THE PROVISIONS OF, THE INTERCREDITOR AGREEMENT AND, TO THE EXTENT REQUESTED BY THE BORROWER AFTER THE DATE OF THE THIS AGREEMENT TO BE ENTERED INTO IN CONNECTION WITH INDEBTEDNESS PERMITTED AND/OR NOT PROHIBITED BY THIS AGREEMENT, ANY ADDITIONAL INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO ANY PARI PASSU INTERCREDITOR AGREEMENT OR ANY OTHER INTERCREDITOR AGREEMENT CONTEMPLATED BY THIS AGREEMENT. REFERENCE MUST BE MADE TO TO, THE INTERCREDITOR AGREEMENT AND, TO THE EXTENT REQUESTED BY THE BORROWER AFTER THE DATE OF THIS AGREEMENT TO BE ENTERED INTO IN CONNECTION WITH INDEBTEDNESS PERMITTED AND/OR NOT PROHIBITED BY THIS AGREEMENT, ANY ADDITIONAL INTERCREDITOR AGREEMENT, ANY PARI PASSU INTERCREDITOR AGREEMENT OR ANY OTHER INTERCREDITOR AGREEMENT CONTEMPLATED BY THIS AGREEMENT, ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF OF, THE INTERCREDITOR AGREEMENT AND, TO THE EXTENT REQUESTED BY THE BORROWER AFTER THE DATE OF THIS AGREEMENT TO BE ENTERED INTO IN CONNECTION WITH INDEBTEDNESS PERMITTED AND/OR NOT PROHIBITED BY THIS AGREEMENT, ANY ADDITIONAL INTERCREDITOR AGREEMENT, ANY PARI PASSU INTERCREDITOR AGREEMENT OR ANY OTHER INTERCREDITOR AGREEMENT CONTEMPLATED BY THIS AGREEMENT, AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE NO AGENT NOR OR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN IN, THE INTERCREDITOR AGREEMENT AND, TO THE EXTENT REQUESTED BY THE BORROWER AFTER THE DATE OF THIS AGREEMENT TO BE ENTERED INTO IN CONNECTION WITH INDEBTEDNESS PERMITTED AND/OR NOT PROHIBITED BY THIS AGREEMENT, ANY ADDITIONAL INTERCREDITOR AGREEMENT, ANY PARI PASSU INTERCREDITOR AGREEMENT OR ANY OTHER INTERCREDITOR AGREEMENT CONTEMPLATED BY THIS AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS COPIES OF THE INTERCREDITOR AGREEMENT AND, TO THE EXTENT REQUESTED BY THE BORROWER AFTER THE DATE OF THIS AGREEMENT TO BE ENTERED INTO IN CONNECTION WITH INDEBTEDNESS PERMITTED AND/OR NOT PROHIBITED BY THIS AGREEMENT., ANY ADDITIONAL INTERCREDITOR AGREEMENT, ANY PARI PASSU INTERCREDITOR AGREEMENT 128

Intercreditor Agreement. REFERENCE IS MADE TO THE SECOND LIEN INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 5, 2021, BETWEEN JPMORGAN CHASE BANK, N.A., AS PRIORITY LIEN AGENT (AS DEFINED THEREIN), U.S. BANK NATIONAL ASSOCIATION, AS SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN), THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES (THE “INTERCREDITOR AGREEMENT”). EACH LENDER AND ISSUING BANK HEREUNDER HOLDER OF SECOND LIEN OBLIGATIONS (AS DEFINED THEREIN), BY ITS ACCEPTANCE OF SUCH SECOND LIEN OBLIGATIONS (I) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (II) AGREES THAT IT WILL BE BOUND BY BY, AND WILL TAKE NO ACTIONS CONTRARY TO TO, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (III) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN) ON BEHALF OF EACH SECOND LIEN SECURED PARTY (AS DEFINED THEREIN) TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND AGENT ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTSECOND LIEN SECURED PARTIES. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN PRIORITY CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER TO THE COMPANY AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.. 220

Intercreditor Agreement. REFERENCE IS MADE BY ACCEPTING THE BENEFITS OF THE SECURITY INTERESTS SET FORTH HEREIN THE LENDER PARTIES (INCLUDING EACH PERSON THAT BECOMES A LENDER PARTY PURSUANT TO SECTION 13.5 OR OTHERWISE) HEREBY (A) CONSENT TO AND APPROVE EACH AND ALL OF THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT , (B) AGREE THAT, UPON THE ADMINISTRATIVE AGENT’S EXECUTION OF THE INTERCREDITOR AGREEMENT, THEY WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, (C) ACKNOWLEDGE THAT THE LIENS SECURING THE OBLIGATIONS, AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT TO THE GUARANTEED OBLIGATIONS AND THE LIENS GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT THE ADMINISTRATIVE AGENT AND LENDER PARTIES UNDER THE PLEDGE AGREEMENT AND AUTHORIZES THE OTHER LOAN DOCUMENTS, ARE SUBJECT TO THE INTERCREDITOR AGREEMENT AND INSTRUCTS (D) IRREVOCABLY AUTHORIZE AND ​ DIRECT THE ADMINISTRATIVE AGENT TO ENTER INTO EXECUTE AND DELIVER THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. UPON THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OCCURRECE OF THE INTERCREDITOR AGREEMENT, SECURITY TRIGGER DATE AND TO PERFORM ITS OBLIGATIONS THEREUNDER. IN THE FORM EVENT OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO ANY CONFLICT BETWEEN THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAGREEMENT SHALL GOVERN. ​ Further, by accepting the benefits set forth herein the Lender Parties (including each Person that becomes a Lender Party pursuant to Section 13.5 or otherwise) hereby (a) acknowledge that Xxxxx Fargo is acting under the Intercreditor Agreement in multiple capacities as the Administrative Agent and the Collateral Agent and (b) waive any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against Xxxxx Fargo any claims, causes of action, damages or liabilities of whatever kind or nature relating to any such conflict of interest, except for any such claims, causes of action, damages or liabilities resulting from gross negligence or willful misconduct by Xxxxx Fargo as determined by a court of competent jurisdiction in a final, non-appealable judgment. The Lender Parties (and each Person that becomes a Lender Party pursuant to Section 13.5 or otherwise) hereby authorize and direct Xxxxx Fargo to enter into the Intercreditor Agreement on behalf of each Lender Party and agree that Xxxxx Fargo, in its various capacities thereunder, may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement. ​ ​ ​ ​ 137 ​ ​ ANNEX II ​ AMENDED CREDIT AGREEMENT ​ See attached. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​]​ Loan Number: 1013605 Loan Number: 1014896 Loan Number: 1018459​[NOT A LEGAL DOCUMENT] ​ ​ ​ AMENDED AND RESTATED CREDIT AGREEMENT ​ Dated as of October 17, 2018 ​ by and among ​ SUNSTONE HOTEL PARTNERSHIP, LLC, as Borrower, ​ SUNSTONE HOTEL INVESTORS, INC., as Parent, ​ THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5., as Lenders, ​ and ​ XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent ​ ​ XXXXX FARGO SECURITIES, LLC, BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., PNC CAPITAL MARKETS LLC and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers, ​ XXXXX FARGO SECURITIES, LLC, BOFA SECURITIES, INC., and JPMORGAN CHASE BANK, N.A., as Joint Bookrunners, ​ BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as Syndication Agents, ​ and ​ CITIBANK, N.A., PNC BANK, NATIONAL ASSOCIATION, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents ​ ​ ​ ​ TABLE OF CONTENTS Contents ​ ​ ​ Article I. Definitions 1 ​ ​

Intercreditor Agreement. REFERENCE IS MADE (a) EACH LENDER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE CREATED ON THE COLLATERAL PURSUANT TO THE LOAN DOCUMENTS, WHICH LIENS SHALL BE REQUIRED TO BE SUBORDINATED AND JUNIOR TO THE LIENS CREATED PURSUANT TO THE FIRST LIEN LOAN DOCUMENTS IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT. EACH LENDER NOTWITHSTANDING ANYTHING HEREIN OR IN ANY OTHER LOAN DOCUMENT TO THE CONTRARY, THE LIENS AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE VARIOUS COLLATERAL DOCUMENTS AND THE EXERCISE OF ANY RIGHT OR REMEDY BY AND WILL TAKE NO ACTIONS CONTRARY THE ADMINISTRATIVE AGENT PURSUANT TO THE COLLATERAL DOCUMENTS ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO AGREEMENT. THE INTERCREDITOR AGREEMENT AS “ALSO CONTAINS CERTAIN PROVISIONS PROVIDING FOR RELEASES OF GUARANTORS AND/OR COLLATERAL PURSUANT TO THE LOAN DOCUMENTS IN THE EVENT THAT SUCH GUARANTORS AND/OR COLLATERAL ARE RELEASED PURSUANT TO THE FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF LOAN DOCUMENTS. PURSUANT TO THE EXPRESS TERMS OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS 2.02 OF THE INTERCREDITOR AGREEMENT, IN THE FORM EVENT OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO ANY CONFLICT BETWEEN THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND LOAN DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER PARTY HEREBY (a) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND COLLATERAL AGENCY AGREEMENT, (b) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT AS “FIRST LIEN CREDIT ADMINISTRATIVE AGENT” AND ON BEHALF OF SUCH LENDER PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT AS ARE DELEGATED TO ADMINISTRATIVE AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, (c) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT AS “COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT AS ARE DELEGATED TO COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, AND EACH LENDER PARTY UNDERSTANDS AND AGREES THAT COLLATERAL AGENT IS ALSO ACTING AS COLLATERAL AGENT FOR THE BENEFIT OF THE OTHER SECURED PARTIES, INCLUDING UNDER THE SECOND OUT TERM LOAN DOCUMENTS AND (d) ACKNOWLEDGES THE TERMS OF THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS, WAIVERS, COVENANTS AND OTHER AGREEMENTS MADE WITH RESPECT TO, OR ISSUING BANKON BEHALF OF, SUCH LENDER PARTY IN THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT. EACH LENDER PARTY AGREES THAT ANY ACTION TAKEN BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS IN ACCORDANCE WITH THE PROVISIONS OF THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, AND THE EXERCISE BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS OF ANY RIGHTS OR REMEDIES SET FORTH THEREIN, TOGETHER WITH ALL OTHER POWERS REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED BY AND BINDING UPON ALL LENDER PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AS APPLICABLE, SHALL HAVE THE SOLE AND EXCLUSIVE AUTHORITY TO (I) ACT AS THE DISBURSING AND COLLECTING AGENT FOR LENDERS WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN CONNECTION WITH THE LOAN DOCUMENTS; (II) EXECUTE AND DELIVER AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, RESPECTIVELY, ANY INTERCREDITOR OR SUBORDINATION AGREEMENT (OR JOINDER THERETO), AND ACCEPT DELIVERY THEREOF FROM ANY LOAN PARTY OR OTHER PERSON; (III) ACT AS COLLATERAL AGENT FOR LENDER PARTIES FOR PURPOSES OF PERFECTING AND ADMINISTERING LIENS UNDER THE FINANCING DOCUMENTS, AND FOR ALL OTHER PURPOSES STATED THEREIN; (IV) MANAGE, SUPERVISE OR OTHERWISE DEAL WITH COLLATERAL; AND (V) TAKE ANY ENFORCEMENT ACTION OR OTHERWISE EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL UNDER THE LOAN DOCUMENTS, APPLICABLE LAW OR OTHERWISE. THE DUTIES OF ADMINISTRATIVE AGENT AND COLLATERAL AGENT SHALL BE MINISTERIAL AND ADMINISTRATIVE IN NATURE, AND NEITHER ADMINISTRATIVE AGENT NOR COLLATERAL AGENT SHALL HAVE A FIDUCIARY RELATIONSHIP WITH ANY LENDER PARTY, PARTICIPANT OR OTHER PERSON, BY REASON OF ANY LOAN DOCUMENT OR ANY TRANSACTION RELATING THERETO. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AND COLLATERAL AGENCY AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK PARTY IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE NONE OF ADMINISTRATIVE AGENT, COLLATERAL AGENT NOR ANY OF ITS THEIR AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK PARTY AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT. IN THE FOREGOING PROVISIONS ARE INTENDED AS EVENT OF AN INDUCEMENT TO INCONSISTENCY BETWEEN THIS AGREEMENT AND THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER INTERCREDITOR AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND COLLATERAL AGENCY AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.AND COLLATERAL AGENCY AGREEMENT SHALL GOVERN AND CONTROL. 138

Intercreditor Agreement. REFERENCE IS MADE BY ACCEPTING THE BENEFITS OF THE SECURITY INTERESTS SET FORTH HEREIN THE LENDER PARTIES (INCLUDING EACH PERSON THAT BECOMES A LENDER PARTY PURSUANT TO SECTION 13.5 OR OTHERWISE) HEREBY (A) CONSENT TO AND APPROVE EACH AND ALL OF THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT , (B) AGREE THAT, UPON THE ADMINISTRATIVE AGENT’S EXECUTION OF THE INTERCREDITOR AGREEMENT, THEY WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, (C) ACKNOWLEDGE THAT THE LIENS SECURING THE OBLIGATIONS, AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT TO THE GUARANTEED OBLIGATIONS AND THE LIENS GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT THE ADMINISTRATIVE AGENT AND LENDER PARTIES UNDER THE PLEDGE AGREEMENT AND AUTHORIZES THE OTHER LOAN DOCUMENTS, ARE SUBJECT TO THE INTERCREDITOR AGREEMENT AND INSTRUCTS (D) IRREVOCABLY AUTHORIZE AND DIRECT THE ADMINISTRATIVE AGENT TO ENTER INTO EXECUTE AND DELIVER THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. UPON THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OCCURRECE OF THE INTERCREDITOR AGREEMENT, SECURITY TRIGGER DATE AND TO PERFORM ITS OBLIGATIONS THEREUNDER. IN THE FORM EVENT OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO ANY CONFLICT BETWEEN THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.AGREEMENT SHALL GOVERN. ​ Further, by accepting the benefits set forth herein the Lender Parties (including each Person that becomes a Lender Party pursuant to Section 13.5 or otherwise) hereby (a) acknowledge that Xxxxx Fargo is acting under the Intercreditor Agreement in multiple capacities as the Administrative Agent and the Collateral Agent and (b) waive any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against Xxxxx Fargo any claims, causes of action, damages or liabilities of whatever kind or nature relating to any such conflict of interest, except for any such claims, causes of action, damages or liabilities resulting from gross negligence or willful misconduct by Xxxxx Fargo as determined by a court of competent jurisdiction in a final, non-appealable judgment. The Lender Parties (and each Person that becomes a Lender Party pursuant to Section 13.5 or otherwise) hereby authorize and direct Xxxxx Fargo to enter into the Intercreditor Agreement on behalf of each Lender Party and agree that Xxxxx Fargo, in its various capacities thereunder, may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement. ​ ​

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECURITY AGREEMENT, THE LIENS, SECURITY INTERESTS AND RIGHTS GRANTED PURSUANT TO THIS SECURITY AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE AS SET FORTH IN, AND SUBJECT TO THE TERMS AND CONDITIONS OF (AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER OR THEREUNDER SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF), THE INTERCREDITOR AGREEMENT. EACH LENDER IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECURITY AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY THE INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL CONTROL, AND WILL TAKE NO ACTIONS CONTRARY RIGHT, POWER, OR REMEDY GRANTED TO THE PROVISIONS COLLATERAL AGENT HEREUNDER OR UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE EXERCISED BY THE COLLATERAL AGENT, AND NO DIRECTION SHALL BE GIVEN BY THE COLLATERAL AGENT IN CONTRAVENTION OF THE INTERCREDITOR AGREEMENT AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND AUTHORIZES NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ALL RIGHTS AND INSTRUCTS REMEDIES OF THE ADMINISTRATIVE COLLATERAL AGENT (AND THE SECURED PARTIES) SHALL BE SUBJECT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE AND, WITH RESPECT TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW NOTES COLLATERAL UNTIL THE DISCHARGE OF NOTES OBLIGATIONS, ANY OBLIGATION OF THE INTERCREDITOR COMPANY AND OTHER GRANTOR HEREUNDER OR UNDER THE CREDIT AGREEMENT AND OR ANY OTHER LOAN DOCUMENT WITH RESPECT TO THE TERMS AND PROVISIONS THEREOFDELIVERY OR CONTROL OF ANY NOTES COLLATERAL, AND NEITHER THE ADMINISTRATIVE AGENT NOR NOVATION OF ANY LIEN ON ANY CERTIFICATE OF ITS AFFILIATES MAKES TITLE, BXXX OF LADING OR OTHER DOCUMENT, THE GIVING OF ANY REPRESENTATION NOTICE TO ANY LENDER BAILEE OR ISSUING BANK OTHER PERSON, THE PROVISION OF VOTING RIGHTS OR THE OBTAINING OF ANY CONSENT OF ANY PERSON, IN EACH CASE IN CONNECTION WITH ANY NOTES COLLATERAL SHALL BE DEEMED TO BE SATISFIED IF THE COMPANY OR SUCH GRANTOR, AS APPLICABLE, COMPLIES WITH THE REQUIREMENTS OF THE SIMILAR PROVISION OF THE APPLICABLE 2010 NOTE DOCUMENT. UNTIL THE DISCHARGE OF NOTES OBLIGATIONS, THE DELIVERY OF ANY NOTES COLLATERAL TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT NOTES AGENT PURSUANT TO THE LENDERS 2010 NOTE DOCUMENTS SHALL SATISFY ANY DELIVERY REQUIREMENT HEREUNDER OR UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTOR ANY OTHER LOAN DOCUMENT.

Intercreditor Agreement. REFERENCE (A) NOTWITHSTANDING ANY CONTRARY PROVISION IN THIS INDENTURE, THIS INDENTURE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES THE SECOND LIEN COLLATERAL DOCUMENTS. THE ISSUER, THE GUARANTORS, THE HOLDERS AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO TRUSTEE ACKNOWLEDGE THAT THEY HAVE RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. ACKNOWLEDGE AND AGREE TO BE BOUND BY THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS SECOND LIEN COLLATERAL DOCUMENTS. NOTWITHSTANDING ANYTHING CONTAINED IN THIS INDENTURE TO THE SUFFICIENCY OR ADVISABILITY CONTRARY, (I) THE LIENS GRANTED TO THE SECURED NOTES COLLATERAL AGENT, FOR THE BENEFIT OF THE PROVISIONS CONTAINED HOLDERS, PURSUANT TO THE SECOND LIEN COLLATERAL DOCUMENTS, (II) THE RIGHT TO CERTAIN PAYMENTS DUE IN RESPECT OF THE OBLIGATIONS UNDER THE NOTES AND THE GUARANTIES, (III) THE RIGHTS OF THE HOLDERS AND THE OBLIGATION OF THE TRUSTEE TO EFFECTUATE CERTAIN AMENDMENTS AND MODIFICATIONS OF THIS INDENTURE AND THE SECOND LIEN COLLATERAL DOCUMENTS AND (IV) THE EXERCISE OF ANY RIGHT OR REMEDY BY THE TRUSTEE, FOR THE BENEFIT OF ITSELF AND THE HOLDERS, OR THE SECURED NOTES COLLATERAL AGENT, FOR THE BENEFIT OF THE HOLDERS, UNDER THIS INDENTURE AND THE SECOND LIEN COLLATERAL DOCUMENTS (OTHER THAN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT ), ARE, IN EACH CASE, SUBJECT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS INDENTURE AND THE SECOND LIEN COLLATERAL DOCUMENTS (OTHER THAN THE INTERCREDITOR AGREEMENT), THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” REVOLVING FACILITY AGENT AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED 176 TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT TERM LOAN AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL TERM LOAN ADMINISTRATIVE AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 9.22 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN ABL CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE LOAN DOCUMENTS IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT WITH RESPECT TO ANY COLLATERAL ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. 167

Intercreditor Agreement. REFERENCE (a) EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT (X) IT IS MADE THE INTENTION OF THE PARTIES HERETO THAT THE ABL OBLIGATIONS ARE INTENDED TO CONSTITUTE A DISTINCT AND SEPARATE CLASS FROM THE INTERCREDITOR AGREEMENTTERM OBLIGATIONS, (Y) AS BETWEEN THE SECURED CREDITORS, IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ABL OBLIGATIONS (INCLUDING ALL POST-PETITION INTEREST WITH RESPECT THERETO) (I) HAVE A FIRST PRIORITY SECURITY INTEREST, AND THAT THE TERM OBLIGATIONS HAVE A SECOND PRIORITY SECURITY INTEREST, IN ALL COLLATERAL OF THE U.S. CREDIT PARTIES CONSTITUTING ABL PRIORITY COLLATERAL AND (2) HAVE A FIRST PRIORITY SECURITY INTEREST, AND THAT THE TERM OBLIGATIONS HAVE NO SECURITY INTEREST, IN ALL COLLATERAL OF THE CANADIAN CREDIT PARTIES AND THE EUROPEAN CREDIT PARTIES AND (Z) AS BETWEEN THE SECURED CREDITORS, IT IS THE INTENTION OF THE PARTIES HERETO THAT THE TERM OBLIGATIONS (INCLUDING ALL POST-PETITION INTEREST WITH RESPECT THERETO) (I) HAVE A FIRST PRIORITY SECURITY INTEREST, AND THAT THE ABL OBLIGATIONS HAVE A SECOND PRIORITY SECURITY INTEREST, IN ALL COLLATERAL OF THE U.S. CREDIT PARTIES CONSTITUTING TERM PRIORITY COLLATERAL AND (2) HAVE A FIRST PRIORITY SECURITY INTEREST, AND THAT THE ABL OBLIGATIONS HAVE NO SECURITY INTEREST, IN ALL COLLATERAL OF GERMAN SUB-HOLDCO AND ITS SUBSIDIARIES. EACH LENDER FURTHER UNDERSTANDS, ACKNOWLEDGES AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS SETTING FORTH THE PRIORITIES AS BETWEEN THE HOLDERS OF REVOLVING OBLIGATIONS ON THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENTONE HAND, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOFHOLDERS OF TERM OBLIGATIONS, AND NEITHER ON THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED OTHER HAND, ARE SET FORTH IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER, SWING LINE LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE ANY SECOND LIEN CREDIT AGREEMENT FACILITY TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTERESTS GRANTED TO MORTGAGEE FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS MORTGAGE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE MORTGAGEE HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC., AV METALS INC. (“HOLDINGS”), THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) (AS SUCCESSOR TO BANK OF AMERICA, N.A. PURSUANT TO THAT CERTAIN INTERCREDITOR JOINDER AGREEMENT DATED AS OF MAY 13, 2013), XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) (AS SUCCESSOR TO BANK OF AMERICA, N.A. AND PURSUANT TO THAT CERTAIN INTERCREDITOR JOINDER AGREEMENT DATED AS OF THE DATE HEREOF), MORTGAGEE, AS ADMINISTRATIVE AGENT FOR THE PARI PASSU SECURED PARTIES (AS DEFINED IN THE INTERCREDITOR AGREEMENT) (PURSUANT TO A JOINDER AGREEMENT DATED AS OF JANUARY 13, 2017), MORTGAGEE, AS COLLATERAL AGENT FOR THE PARI PASSU SECURED PARTIES (AS DEFINED IN THE INTERCREDITOR AGREEMENT) (PURSUANT TO A JOINDER AGREEMENT DATED AS OF JANUARY 13, 2017), AND CERTAIN OTHER PERSONS WHICH MAY BE OR BECOME PARTIES THERETO OR BECOME BOUND THERETO FROM TIME TO TIME. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENTMORTGAGE, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.AGREEMENT SHALL GOVERN AND CONTROL. 967770.02F-CHISR01A - MSW

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING HEREIN TO THE INTERCREDITOR AGREEMENT. EACH LENDER CONTRARY, THE LIEN AND ISSUING BANK SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY ARE SUBJECT TO THE PROVISIONS OF THE CLOSING DATE ABL INTERCREDITOR AGREEMENT ANY OTHER APPLICABLE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF ANY APPLICABLE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THIS AGREEMENT, THE PROVISIONS OF SUCH INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SO LONG AS THE CLOSING DATE ABL INTERCREDITOR AGREEMENT IS IN EFFECT, ANY REQUIREMENT OF THIS SECTION 9.20 ARE NOT INTENDED AGREEMENT TO SUMMARIZE ALL RELEVANT PROVISIONS DELIVER TERM PRIORITY COLLATERAL TO THE COLLATERAL AGENT SHALL BE DEEMED SATISFIED BY DELIVERY OF SUCH TERM PRIORITY COLLATERAL TO THE CONTROLLING FIXED ASSET COLLATERAL AGENT (AS SUCH TERM IS DEFINED IN THE CLOSING DATE ABL INTERCREDITOR AGREEMENT), AS BAILEE OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE COLLATERAL AGENT PURSUANT TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE CLOSING DATE ABL INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING HEREIN TO THE INTERCREDITOR AGREEMENT. EACH LENDER CONTRARY, THE LIEN AND ISSUING BANK PRIORITY GRANTED TO AGENT PURSUANT TO ANY LOAN DOCUMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY IN RESPECT OF THE COLLATERAL BY AGENT HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY OR UNDER ANY OTHER LOAN DOCUMENT ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS AGREEMENT. IN THE ADMINISTRATIVE AGENT TO ENTER INTO EVENT OF ANY CONFLICT BETWEEN THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT, THIS AGREEMENT AND ANY OTHER -207- LOAN DOCUMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW 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 WITH RESPECT TO THE COLLATERAL OF AGENT (AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS SECURED PARTIES) SHALL BE SUBJECT TO THE SUFFICIENCY OR ADVISABILITY TERMS OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT, AND NO LOAN PARTY SHALL BE REQUIRED HEREUNDER OR UNDER ANY LOAN DOCUMENT TO TAKE ANY ACTION WITH RESPECT TO THE COLLATERAL THAT IS INCONSISTENT WITH SUCH LOAN PARTIES’ OBLIGATIONS UNDER THE FIXED ASSET FACILITY. AGENT MAY NOT REQUIRE ANY LOAN PARTY TO TAKE ANY ACTION WITH RESPECT TO THE CREATION, PERFECTION OR PRIORITY OF ITS LIEN, WHETHER PURSUANT TO THE EXPRESS TERMS HEREOF OR OF ANY OTHER LOAN DOCUMENT OR PURSUANT TO THE FURTHER ASSURANCE PROVISIONS HEREOF OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT SUCH ACTION WOULD BE VIOLATIVE OF THE INTERCREDITOR AGREEMENT, OR SUCH LOAN PARTY’S OBLIGATIONS UNDER THE FIXED ASSET FACILITY. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT DELIVERY OF ANY COLLATERAL TO AGENT UNDER THE FIXED ASSET FACILITY PURSUANT TO THE LENDERS FIXED ASSET FACILITY SHALL SATISFY ANY DELIVERY REQUIREMENT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND EXTENT THAT SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND DELIVERY IS CONSISTENT WITH THE PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE THIS INDENTURE, AND THE LIENS, RIGHTS, REMEDIES, DUTIES AND OBLIGATIONS PROVIDED FOR HEREIN SHALL BE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS INDENTURE AND THE INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL. EACH LENDER AND ISSUING BANK HEREUNDER AGREES HOLDER (a) WILL BE DEEMED TO HAVE CONSENTED TO THE SUBORDINATION OF THE LIENS SECURING THE NOTES ON THE TERMS SET FORTH IN THE INTERCREDITOR AGREEMENT, (b) WILL BE DEEMED TO HAVE AGREED THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES (c) WILL BE DEEMED TO HAVE AUTHORIZED AND INSTRUCTS INSTRUCTED THE ADMINISTRATIVE COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. TO SUBJECT THE NOTES AND THE LIENS SECURING THE NOTES TO THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER SENIOR OBLIGATIONS SECURED PARTIES (AS DEFINED IN THE SECOND LIEN CREDIT AGREEMENT INTERCREDITOR AGREEMENT) TO EXTEND CREDIT THEREUNDER TO THE GOODYEAR TIRE & RUBBER COMPANY AND ITS SUBSIDIARIES, AND SUCH LENDERS SENIOR OBLIGATIONS SECURED PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING HEREIN TO THE INTERCREDITOR AGREEMENT. EACH LENDER CONTRARY, THE LIEN AND ISSUING BANK GRANTED TO AGENT PURSUANT TO ANY LOAN DOCUMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY IN RESPECT OF THE COLLATERAL BY AGENT HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY OR UNDER ANY OTHER LOAN DOCUMENT ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS AGREEMENT. IN THE ADMINISTRATIVE AGENT TO ENTER INTO EVENT OF ANY CONFLICT BETWEEN THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT, THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW 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 WITH RESPECT TO THE COLLATERAL OF AGENT (AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS SECURED PARTIES) SHALL BE SUBJECT TO THE SUFFICIENCY OR ADVISABILITY TERMS OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT, AND NO CREDIT PARTY SHALL BE REQUIRED HEREUNDER OR UNDER ANY LOAN DOCUMENT TO TAKE ANY ACTION WITH RESPECT TO THE COLLATERAL THAT IS INCONSISTENT WITH SUCH LOAN PARTIES’ OBLIGATIONS UNDER THE FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF. AGENT MAY NOT REQUIRE ANY CREDIT PARTY TO TAKE ANY ACTION WITH RESPECT TO THE CREATION, PERFECTION OR PRIORITY OF ITS , WHETHER PURSUANT TO THE EXPRESS TERMS HEREOF OR OF ANY OTHER LOAN DOCUMENT OR PURSUANT TO THE FURTHER ASSURANCE PROVISIONS HEREOF OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT SUCH ACTION WOULD BE VIOLATIVE OF THE INTERCREDITOR AGREEMENT OR SUCH LOAN PARTY’S OBLIGATIONS UNDER THE FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT DELIVERY OF ANY COLLATERAL TO AGENT UNDER THE FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF PURSUANT TO THE LENDERS FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF SHALL SATISFY ANY DELIVERY REQUIREMENT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND EXTENT THAT SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND DELIVERY IS CONSISTENT WITH THE PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO EACH MEMBER OF THE LENDER GROUP (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER , (B) CONSENTS TO THE SUBORDINATION OF LIENS SECURING THE EXCESS FIRST LIEN OBLIGATIONS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AGENT AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTPERSON. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS SECOND LIEN CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) UNDER THE SECOND LIEN CREDIT LOAN DOCUMENTS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) TO PERMIT THE INCURRENCE OF INDEBTEDNESS UNDER THIS AGREEMENT AND TO EXTEND CREDIT THEREUNDER TO THE BORROWER AND CERTAIN OF ITS SUBSIDIARIES AND SUCH LENDERS SECOND LIEN CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND PROVISIONS. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAGREEMENT AND THE PROVISIONS OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS REGARDING THE LIENS AND SECURITY INTERESTS OR THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT OR THE LENDERS WITH RESPECT TO THE COLLATERAL, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER SECURED PARTY HEREBY (a) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AGREEMENT, (b) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT ADMINISTRATIVE AGENT” AND “COLLATERAL AGENT”, RESPECTIVELY, ON BEHALF OF SUCH SECURED PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AGREEMENT AS ARE DELEGATED TO ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, (c) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER SECURED PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AGREEMENT AS ARE DELEGATED TO COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, AND EACH SECURED PARTY UNDERSTANDS AND AGREES THAT COLLATERAL AGENT IS ALSO ACTING AS COLLATERAL AGENT FOR THE BENEFIT OF THE OTHER SECURED PARTIES, INCLUDING UNDER THE FIRST OUT TERM CREDIT DOCUMENTS AND (d) ACKNOWLEDGES THE TERMS OF THE INTERCREDITOR AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS, WAIVERS, COVENANTS AND OTHER AGREEMENTS MADE WITH RESPECT TO, OR ISSUING BANKON BEHALF OF, SUCH SECURED PARTY IN THE INTERCREDITOR AGREEMENT. EACH SECURED PARTY AGREES THAT ANY ACTION TAKEN BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS IN ACCORDANCE WITH THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, AND THE EXERCISE BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS OF ANY RIGHTS OR REMEDIES SET FORTH THEREIN, TOGETHER WITH ALL OTHER POWERS REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED BY AND BINDING UPON ALL SECURED PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AS APPLICABLE, SHALL HAVE THE SOLE AND EXCLUSIVE AUTHORITY TO (I) ACT AS THE DISBURSING AND COLLECTING AGENT FOR SECURED PARTIES WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN CONNECTION WITH THE CREDIT DOCUMENTS; (II) EXECUTE AND DELIVER AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, RESPECTIVELY, ANY INTERCREDITOR OR SUBORDINATION AGREEMENT (OR JOINDER THERETO), AND ACCEPT DELIVERY THEREOF FROM ANY CREDIT PARTY OR OTHER PERSON; (III) ACT AS COLLATERAL AGENT FOR SECURED PARTIES FOR PURPOSES OF PERFECTING LIENS UNDER THE CREDIT DOCUMENTS, AND FOR ALL OTHER PURPOSES STATED THEREIN; (IV) OTHERWISE DEAL WITH COLLATERAL AS EXPRESSLY SET FORTH IN THE CREDIT DOCUMENTS; AND (V) TAKE ANY ENFORCEMENT ACTION OR OTHERWISE EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL UNDER THE CREDIT DOCUMENTS, APPLICABLE LAW OR OTHERWISE. EACH SECURED PARTY HEREBY FURTHER AGREES THAT IT SHALL ONLY DIRECT OR OTHERWISE AUTHORIZE EITHER AGENT TO TAKE OR OMIT TO TAKE ANY ACTION IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT AND NEITHER AGENT SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN ACCORDANCE WITH ANY DIRECTION OR AUTHORIZATION RECEIVED PURSUANT TO SECTION 12.4 OF THIS AGREEMENT. THE DUTIES OF ADMINISTRATIVE AGENT AND COLLATERAL AGENT SHALL BE MINISTERIAL AND ADMINISTRATIVE IN NATURE, AND NEITHER ADMINISTRATIVE AGENT NOR COLLATERAL AGENT SHALL HAVE A FIDUCIARY RELATIONSHIP WITH ANY LENDER, PARTICIPANT OR OTHER PERSON, BY REASON OF ANY CREDIT DOCUMENT OR ANY TRANSACTION RELATING THERETO. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK SECURED PARTY IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE NONE OF ADMINISTRATIVE AGENT, COLLATERAL AGENT NOR ANY OF ITS THEIR AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK SECURED PARTY AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. IN THE FOREGOING PROVISIONS ARE INTENDED AS EVENT OF AN INDUCEMENT TO INCONSISTENCY BETWEEN THIS AGREEMENT AND THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.AGREEMENT SHALL GOVERN AND CONTROL. 146

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. (b) EACH LENDER AND LENDER, ISSUING BANK HEREUNDER AND OTHER SECURED PARTY (I) UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT WILL (AND EACH OF ITS SUCCESSORS AND ASSIGNS) AND EACH OTHER SECURED PARTY (AND EACH OF THEIR SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY THE TERMS AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS CONDITIONS OF THE INTERCREDITOR AGREEMENT, WHICH IN CERTAIN CIRCUMSTANCES MAY REQUIRE (AS MORE FULLY PROVIDED THEREIN) THE FORM TAKING OF WHICH IS ATTACHED AS AN EXHIBIT CERTAIN ACTIONS BY THE LENDERS OR OTHER SECURED PARTIES, INCLUDING THE PURCHASE AND SALE OF PARTICIPATIONS BY VARIOUS LENDERS TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND OTHER IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF, AND NEITHER (II) WITHOUT LIMITING ANYTHING ELSE CONTAINED HEREIN, AUTHORIZES THE ADMINISTRATIVE AGENT NOR TO ENTER INTO ANY “ADDITIONAL DEBT INTERCREDITOR AGREEMENT” OR ANY “PERMITTED JUNIOR DEBT INTERCREDITOR AGREEMENT” (IN EACH CASE, AS DEFINED HEREIN) AND ANY OTHER INTERCREDITOR OR SUBORDINATION AGREEMENT (AND ANY AMENDMENTS, AMENDMENTS AND RESTATEMENTS, RESTATEMENTS OR WAIVERS OF OR SUPPLEMENTS TO OR OTHER MODIFICATIONS TO, ANY OF ITS AFFILIATES MAKES THE FOREGOING) AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR OTHERWISE DEEMED ADVISABLE BY THE AGENT) IN CONNECTION WITH THE INCURRENCE BY ANY REPRESENTATION LOAN PARTY OF ANY INDEBTEDNESS PERMITTED HEREUNDER, IN ORDER TO ANY LENDER PERMIT SUCH INDEBTEDNESS TO BE SECURED BY A VALID, PERFECTED LIEN (IF PERMITTED HEREUNDER) AND/OR TO HAVE THE PRIORITY CONTEMPLATED HEREBY AND EACH LENDER, ISSUING BANK AS TO THE SUFFICIENCY AND OTHER 164 SECURED PARTY ACKNOWLEDGES THAT ANY SUCH INTERCREDITOR OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT SUBORDINATION AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTWILL BE BINDING UPON IT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER SECURED PARTY HEREBY (a) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AGREEMENT, (b) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT ADMINISTRATIVE AGENT” AND “COLLATERAL AGENT”, RESPECTIVELY, ON BEHALF OF SUCH SECURED PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AGREEMENT AS ARE DELEGATED TO ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, (c) IRREVOCABLY APPOINTS, AUTHORIZES AND INSTRUCTS COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER SECURED PARTY AND TO TAKE SUCH ACTIONS AND TO EXERCISE SUCH POWERS UNDER THE INTERCREDITOR AGREEMENT AS ARE DELEGATED TO COLLATERAL AGENT BY THE TERMS THEREOF, TOGETHER WITH ALL SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, AND EACH SECURED PARTY UNDERSTANDS AND AGREES THAT COLLATERAL AGENT IS ALSO ACTING AS COLLATERAL AGENT FOR THE BENEFIT OF THE OTHER SECURED PARTIES, INCLUDING UNDER THE SECOND OUT TERM CREDIT DOCUMENTS AND (d) ACKNOWLEDGES THE TERMS OF THE INTERCREDITOR AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS, WAIVERS, COVENANTS AND OTHER AGREEMENTS MADE WITH RESPECT TO, OR ISSUING BANKON BEHALF OF, SUCH SECURED PARTY IN THE INTERCREDITOR AGREEMENT. EACH SECURED PARTY AGREES THAT ANY ACTION TAKEN BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS IN ACCORDANCE WITH THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, AND THE EXERCISE BY ADMINISTRATIVE AGENT, COLLATERAL AGENT OR REQUIRED LENDERS OF ANY RIGHTS OR REMEDIES SET FORTH THEREIN, TOGETHER WITH ALL OTHER POWERS REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED BY AND BINDING UPON ALL SECURED PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AS APPLICABLE, SHALL HAVE THE SOLE AND EXCLUSIVE AUTHORITY TO (I) ACT AS THE DISBURSING AND COLLECTING AGENT FOR SECURED PARTIES WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN CONNECTION WITH THE CREDIT DOCUMENTS; (II) EXECUTE AND DELIVER AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, RESPECTIVELY, ANY INTERCREDITOR OR SUBORDINATION AGREEMENT (OR JOINDER THERETO), AND ACCEPT DELIVERY THEREOF FROM ANY CREDIT PARTY OR OTHER PERSON; (III) ACT AS COLLATERAL AGENT FOR SECURED PARTIES FOR PURPOSES OF PERFECTING LIENS UNDER THE CREDIT DOCUMENTS, AND FOR ALL OTHER PURPOSES STATED THEREIN; (IV) OTHERWISE DEAL WITH COLLATERAL AS EXPRESSLY SET FORTH IN THE CREDIT DOCUMENTS; AND (V) TAKE ANY ENFORCEMENT ACTION OR OTHERWISE EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL UNDER THE CREDIT DOCUMENTS, APPLICABLE LAW OR OTHERWISE. EACH SECURED PARTY HEREBY FURTHER AGREES THAT IT SHALL ONLY DIRECT OR OTHERWISE AUTHORIZE EITHER AGENT TO TAKE OR OMIT TO TAKE ANY ACTION IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT AND NEITHER AGENT SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN ACCORDANCE WITH ANY DIRECTION OR AUTHORIZATION RECEIVED PURSUANT TO SECTION 12.4 OF THIS AGREEMENT. THE DUTIES OF ADMINISTRATIVE AGENT AND COLLATERAL AGENT SHALL BE MINISTERIAL AND ADMINISTRATIVE IN NATURE, AND NEITHER ADMINISTRATIVE AGENT NOR COLLATERAL AGENT SHALL HAVE A FIDUCIARY RELATIONSHIP WITH ANY LENDER, PARTICIPANT OR OTHER PERSON, BY REASON OF ANY CREDIT DOCUMENT OR ANY TRANSACTION RELATING THERETO. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK SECURED PARTY IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE NONE OF ADMINISTRATIVE AGENT, COLLATERAL AGENT NOR ANY OF ITS THEIR AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK SECURED PARTY AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. IN THE FOREGOING PROVISIONS ARE INTENDED AS EVENT OF AN INDUCEMENT TO INCONSISTENCY BETWEEN THIS AGREEMENT AND THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.AGREEMENT SHALL GOVERN AND CONTROL. 117

Intercreditor Agreement. This ARTICLE 13, the Security Agreement and the other Collateral Agreements are subject to the terms, limitations and conditions set forth in the Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF SEPTEMBER 24, 2008 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), BETWEEN WELLS FARGO FOOTHILL, LLC, AS FIRST PRIORITY AGENT (AS DEFINED XXXXXIN), AND THE BANK OF NEW YORK MELLON, AS SECOND PRIORITY AGENT (AS DEFINED THEREIN). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THE PROVISIONS OF THIS AGREEMENT OR THE OTHER INDENTURE DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL. THE TRUSTEE AND EACH LENDER AND ISSUING BANK HEREUNDER HOLDER, BY ITS ACCEPTANCE OF A NOTE, (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AGENT AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTPARTY. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS FIRST PRIORITY SECURED PARTIES (AS DEFINED IN THE INTERCREDITOR AGREEMENT) UNDER THE SECOND LIEN CREDIT FIRST PRIORITY DEBT DOCUMENTS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) TO PERMIT THE INCURRENCE OF INDEBTEDNESS UNDER THIS AGREEMENT AND TO EXTEND CREDIT THEREUNDER TO THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES AND SUCH LENDERS FIRST PRIORITY SECURED PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND PROVISIONS. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAGREEMENT AND THE PROVISIONS OF THIS AGREEMENT OR THE OTHER INDENTURE DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE 150 Table of Contents INTERCREDITOR AGREEMENT, CONSENTS TO THE SUBORDINATION OF THE LIENS ON THE CURRENT ASSET COLLATERAL SECURING THE FINANCE OBLIGATIONS ON THE TERMS SET FORTH IN THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL ORIGINAL ABL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKAND TO SUBJECT THE LIENS ON THE COLLATERAL SECURING THE FINANCE OBLIGATIONS TO THE PROVISIONS THEREOF. THE PROVISIONS OF THIS SECTION 9.20 10.16 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS OF THIS SECTION 10.16 ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN TERM CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT PURSUANT TO THE LOAN DOCUMENTS IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE NOTWITHSTANDING ANYTHING HEREIN TO THE INTERCREDITOR AGREEMENT. EACH LENDER CONTRARY, THE LIEN AND ISSUING BANK PRIORITY GRANTED TO AGENT PURSUANT TO ANY LOAN DOCUMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY IN RESPECT OF THE COLLATERAL BY AGENT HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY OR UNDER ANY OTHER LOAN DOCUMENT ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS AGREEMENT. IN THE ADMINISTRATIVE AGENT TO ENTER INTO EVENT OF ANY CONFLICT BETWEEN THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT, THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW 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 WITH RESPECT TO THE COLLATERAL OF AGENT (AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS SECURED PARTIES) SHALL BE SUBJECT TO THE SUFFICIENCY OR ADVISABILITY TERMS OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT, AND NO CREDIT PARTY SHALL BE REQUIRED HEREUNDER OR UNDER ANY LOAN DOCUMENT TO TAKE ANY ACTION WITH RESPECT TO THE COLLATERAL THAT IS INCONSISTENT WITH SUCH LOAN PARTIES’ OBLIGATIONS UNDER THE FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF. AGENT MAY NOT REQUIRE ANY CREDIT PARTY TO TAKE ANY ACTION WITH RESPECT TO THE CREATION, PERFECTION OR PRIORITY OF ITS LIEN, WHETHER PURSUANT TO THE EXPRESS TERMS HEREOF OR OF ANY OTHER LOAN DOCUMENT OR PURSUANT TO THE FURTHER ASSURANCE PROVISIONS HEREOF OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT SUCH ACTION WOULD BE VIOLATIVE OF THE INTERCREDITOR AGREEMENT OR SUCH LOAN PARTY’S OBLIGATIONS UNDER THE FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT DELIVERY OF ANY COLLATERAL TO AGENT UNDER THE FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF PURSUANT TO THE LENDERS FIXED ASSET FACILITY ENTERED INTO ON THE DATE HEREOF SHALL SATISFY ANY DELIVERY REQUIREMENT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT 191 TO THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND EXTENT THAT SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND DELIVERY IS CONSISTENT WITH THE PROVISIONS TERMS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE EACH INTERCREDITOR AGREEMENT. EACH LENDER AND EACH ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE ANY INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE EACH INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” (OR OTHER APPLICABLE TITLE) AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE ANY INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE EACH APPLICABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND EACH ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE EACH INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE ANY INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE EACH INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE ABL INTERCREDITOR AGREEMENT AND EACH OTHER APPLICABLE ACCEPTABLE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT OR SUCH OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE ABL INTERCREDITOR AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKXXXXXX. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE ABL INTERCREDITOR AGREEMENT OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE ABL INTERCREDITOR AGREEMENT (AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT) AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE ABL INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO EACH HOLDER OF ANY SECOND LIEN OBLIGATIONS (AS DEFINED IN THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER ), BY ITS ACCEPTANCE OF SUCH SECOND LIEN OBLIGATIONS (I) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (II) AGREES THAT IT WILL BE BOUND BY BY, AND WILL TAKE NO ACTIONS CONTRARY TO TO, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (III) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE SECOND LIEN AGENT (AS DEFINED IN THE INTERCREDITOR AGREEMENT) ON BEHALF OF EACH SECOND LIEN SECURED PARTY (AS DEFINED IN THE INTERCREDITOR AGREEMENT) TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND AGENT ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTSECOND LIEN SECURED PARTIES. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN PRIORITY CREDIT AGREEMENT (AS DEFINED IN THE INTERCREDITOR AGREEMENT) TO EXTEND CREDIT THEREUNDER TO THE BORROWER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.. [SIGNATURES BEGIN NEXT PAGE] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. NEW ATLAS HOLDINGS, LLC, as Borrower ATLAS ENERGY GROUP, LLC, as Parent By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer RIVERSTONE CREDIT PARTNERS, L.P., as Administrative Agent and as Lender By: RCP F1 GP, L.P., its general partner By: RCP F1 GP, L.L.C., its general partner By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Managing Director AEG ASSET MANAGEMENT, LLC, as a Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chief Financial Officer THE XXXX AND XXXX XXXXXXXXX FAMILY FOUNDATION, as a Lender By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Trustee ANNEX 1 LIST OF COMMITMENTS Name of Lender Applicable Percentage Commitment Riverstone Credit Partners, L.P. 76.178960097 % $ 27,313,902.16 The Xxxx and Xxxx Xxxxxxxxx Family Foundation 12.091898428 % $ 4,335,540.02 AEG Asset Management, LLC 11.729141475 % $ 4,205,473.82 Total 100 % $ 35,854,916.00 EXHIBIT A FORM OF NOTE $[ ] [ ], 201[ ] FOR VALUE RECEIVED, New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay [ ] (the “Lender”), at the office of Riverstone Credit Partners, L.P. (the “Administrative Agent”), at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxxxxx Xxxxxx, the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement (as hereinafter defined)), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect the Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by the Lender of this Note. This Note is one of the Notes referred to in the Second Lien Credit Agreement, dated as of March 30, 2016, among Atlas Energy Group, LLC, a Delaware limited liability company, the Borrower, the Administrative Agent, and the other lenders from time to time party thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). YOU MAY CONTACT THE PARENT’S CHIEF EXECUTIVE OFFICER BY MAIL AT 0000 XXXXXX XXXXXX, 00XX XXXXX, XXXXXXXXXXXX, XX 00000, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. NEW ATLAS HOLDINGS, LLC By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST [ ], 2016 To: Riverstone Credit Partners, L.P., as Administrative Agent Ladies and Gentlemen: New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.03 of the Second Lien Credit Agreement dated as of March 30, 2016 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among Atlas Energy Group, LLC, a Delaware limited liability company, the Borrower, Riverstone Credit Partners, L.P., as Administrative Agent, and the other lenders (the “Lenders”) from time to time party thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND PARI FIRST LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL TERM LOAN ADMINISTRATIVE AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKXXXXXX. THE PROVISIONS OF THIS SECTION 9.20 9.22 ARE 165 NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN ABL CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE LOAN DOCUMENTS IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT WITH RESPECT TO ANY COLLATERAL ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE BY ACCEPTING THE BENEFITS OF THE SECURITY INTERESTS SET FORTH HEREIN THE LENDER PARTIES HEREBY (A) CONSENT TO AND APPROVE EACH AND ALL OF THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT , (B) AGREE THAT, UPON THE ADMINISTRATIVE AGENT’S EXECUTION OF THE INTERCREDITOR AGREEMENT, THEY WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, (C) ACKNOWLEDGE THAT THE LIENS SECURING THE OBLIGATIONS, AND THE EXERCISE OF RIGHTS AND REMEDIES GRANTED TO THE ADMINISTRATIVE AGENT AND LENDER PARTIES UNDER THE PLEDGE AGREEMENT AND AUTHORIZES THE OTHER LOAN DOCUMENTS WITH RESPECT TO SUCH LIENS, ARE SUBJECT TO THE INTERCREDITOR AGREEMENT AND INSTRUCTS (D) IRREVOCABLY AUTHORIZE AND DIRECT THE ADMINISTRATIVE AGENT TO ENTER INTO EXECUTE AND DELIVER THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF TO PERFORM ITS OBLIGATIONS THEREUNDER. IN THE EVENT OF SUCH LENDER OR ISSUING BANK. ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAGREEMENT SHALL GOVERN. [Signatures on Following Pages] 141 ANNEX II AMENDED CREDIT AGREEMENT See attached. CONFORMED THROUGH THIRD AMENDMENT [NOT A LEGAL DOCUMENT] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 25, 2019 by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, as Borrower, DIAMONDROCK HOSPITALITY COMPANY, as Parent, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5., as Lenders, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent XXXXX FARGO SECURITIES, LLC, BOFA SECURITIES, INC., CITIGROUP GLOBAL MARKETS INC., U.S. BANK NATIONAL ASSOCIATION, KEYBANC CAPITAL MARKETS, INC., REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, PNC CAPITAL MARKETS LLC and TD SECURITIES (USA) LLC, as Joint Lead Arrangers, XXXXX FARGO SECURITIES, LLC, BOFA SECURITIES, INC., CITIGROUP GLOBAL MARKETS INC. and U.S. BANK NATIONAL ASSOCIATION, as Joint Bookrunners, BANK OF AMERICA, N.A., CITIBANK, N.A., and U.S. BANK NATIONAL ASSOCIATION as Syndication Agents, and KEYBANK NATIONAL ASSOCIATION, REGIONS BANK, PNC BANK, NATIONAL ASSOCIATION and TD BANK, N.A. as Documentation Agents TABLE OF CONTENTS Article I. Definitions 1

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” REVOLVING FACILITY AGENT AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TERM LOAN AGREEMENTSENIOR SECURED NOTES TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.. 218

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENTS AND EACH OTHER APPLICABLE ACCEPTABLE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS OR SUCH OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT (AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT) AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENTS OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTcx. Conflicts. Notwithstanding anything to the contrary contained herein or in any other Loan Document (but excluding any applicable Acceptable Intercreditor Agreement), in the event of any conflict or inconsistency between this Agreement and any other Loan Document (excluding any applicable Acceptable Intercreditor Agreement), the terms of this Agreement shall govern and control; provided that in the case of any conflict or inconsistency between any applicable Acceptable Intercreditor Agreement and any other Loan Document, the terms of such Acceptable Intercreditor Agreement shall govern and control.

Intercreditor Agreement. REFERENCE IS MADE BY ACCEPTING THE BENEFITS OF THE SECURITY INTERESTS SET FORTH HEREIN THE LENDER PARTIES HEREBY (A) CONSENT TO AND APPROVE EACH AND ALL OF THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT , (B) AGREE THAT, UPON THE ADMINISTRATIVE AGENT’S EXECUTION OF THE INTERCREDITOR AGREEMENT, THEY WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, (C) ACKNOWLEDGE THAT THE LIENS SECURING THE OBLIGATIONS, AND THE EXERCISE OF RIGHTS AND REMEDIES GRANTED TO THE ADMINISTRATIVE AGENT AND LENDER PARTIES UNDER THE PLEDGE AGREEMENT AND AUTHORIZES THE OTHER LOAN DOCUMENTS WITH RESPECT TO SUCH LIENS, ARE SUBJECT TO THE INTERCREDITOR AGREEMENT AND INSTRUCTS (D) IRREVOCABLY AUTHORIZE AND DIRECT THE ADMINISTRATIVE AGENT TO ENTER INTO EXECUTE AND DELIVER THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF TO PERFORM ITS OBLIGATIONS THEREUNDER. IN THE EVENT OF SUCH LENDER OR ISSUING BANK. ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENTAGREEMENT SHALL GOVERN. [Signatures on Following Pages] ANNEX II AMENDED CREDIT AGREEMENT See attached. CONFORMED THROUGH FOURTH AMENDMENT [NOT A LEGAL DOCUMENT] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 25, 2019 by and among DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, as Borrower, DIAMONDROCK HOSPITALITY COMPANY, as Parent, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5., as Lenders, and WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent __________________________________________________________ WXXXX FARGO SECURITIES, LLC, BOFA SECURITIES, INC., CITIGROUP GLOBAL MARKETS INC., U.S. BANK NATIONAL ASSOCIATION, KEYBANC CAPITAL MARKETS, INC., REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, PNC CAPITAL MARKETS LLC and TD SECURITIES (USA) LLC, as Joint Lead Arrangers, WXXXX FARGO SECURITIES, LLC, BOFA SECURITIES, INC., CITIGROUP GLOBAL MARKETS INC. and U.S. BANK NATIONAL ASSOCIATION, as Joint Bookrunners, BANK OF AMERICA, N.A., CITIBANK, N.A., and U.S. BANK NATIONAL ASSOCIATION as Syndication Agents, and KEYBANK NATIONAL ASSOCIATION, REGIONS BANK, PNC BANK, NATIONAL ASSOCIATION and TD BANK, N.A. as Documentation Agents TABLE OF CONTENTS Article I. Definitions 1 Section 1.1. Definitions 1 Section 1.2. General; References to Pacific Time 40 Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries 41 Section 1.4. Rates 41 Section 1.5. Divisions 41 Article II. Credit Facility 41 Section 2.1. Revolving Loans 41 Section 2.2. Term Loans 43 Section 2.3. Letters of Credit 44 Section 2.4. Swingline Loans 48 Section 2.5. Rates and Payment of Interest on Loans 50 Section 2.6. Number of Interest Periods 52 Section 2.7. Repayment of Loans 52 Section 2.8. Prepayments 52 Section 2.9. Continuation 55 Section 2.10. Conversion 56 Section 2.11. Notes 56 Section 2.12. Voluntary Reductions of the Commitment 57 Section 2.13. Extension of Termination Date 57 Section 2.14. Expiration Date of Letters of Credit Past Revolving Commitment Termination 57 Section 2.15. Amount Limitations 58 Section 2.16. Increase in Commitments; Additional Term Loans 58 Section 2.17. Funds Transfer Disbursements 59 Section 2.18. Security Interest in Collateral 59 Article III. Payments, Fees and Other General Provisions 60 Section 3.1. Payments 60 Section 3.2. Pro Rata Treatment 61 Section 3.3. Sharing of Payments, Etc. 61 Section 3.4. Several Obligations 62 Section 3.5. Fees 62 Section 3.6. Computations 63 Section 3.7. Usury 63 Section 3.8. Statements of Account 64 Section 3.9. Defaulting Lenders 64 Section 3.10. Taxes 67 Article IV. Intentionally Omitted 71 Article V. Yield Protection, Etc. 71 Section 5.1. Additional Costs; Capital Adequacy 71 Section 5.2. Suspension of LIBOR Loans 72 Section 5.3. Illegality 74 Section 5.4. Compensation 74 Section 5.5. Treatment of Affected Loans 74 Section 5.6. Change of Lending Office 75

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, CONSENTS TO THE SUBORDINATION OF THE LIENS ON THE CURRENT ASSET COLLATERAL SECURING THE FINANCE OBLIGATIONS ON THE TERMS SET FORTH IN THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL ORIGINAL ABL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKAND TO SUBJECT THE LIENS ON THE COLLATERAL SECURING THE FINANCE OBLIGATIONS TO THE PROVISIONS THEREOF. THE PROVISIONS OF THIS SECTION 9.20 10.16 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS OF THIS SECTION 10.16 ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN TERM CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT PURSUANT TO THE LOAN DOCUMENTS IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, CONSENTS TO THE SUBORDINATION OF THE LIENS ON THE CURRENT ASSET COLLATERAL SECURING THE FINANCE OBLIGATIONS ON THE TERMS SET FORTH IN THE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL ORIGINAL ABL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKAND TO SUBJECT THE LIENS ON THE COLLATERAL SECURING THE FINANCE OBLIGATIONS TO THE PROVISIONS THEREOF. THE PROVISIONS OF THIS SECTION 9.20 10.16 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR 155 AGREEMENT. THE FOREGOING PROVISIONS OF THIS SECTION 10.16 ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN TERM CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT PURSUANT TO THE LOAN DOCUMENTS IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

Intercreditor Agreement. REFERENCE IS MADE TO THE ABL INTERCREDITOR AGREEMENT AND EACH OTHER APPLICABLE ACCEPTABLE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT OR SUCH OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE ABL INTERCREDITOR AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENT” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKXXXXXX. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE ABL INTERCREDITOR AGREEMENT OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE ABL INTERCREDITOR AGREEMENT (AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT) AND THE TERMS AND PROVISIONS THEREOF, AND 212 NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE ABL INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST SECOND LIEN CREDIT AGREEMENT COLLATERAL AGENTREPRESENTATIVE” AND ON BEHALF OF SUCH LENDER OR ISSUING BANK. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND FIRST LIEN CREDIT AGREEMENT FACILITY TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Intercreditor Agreement. REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT. EACH LENDER AND ISSUING BANK HEREUNDER (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 ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS “FIRST LIEN CREDIT AGREEMENT COLLATERAL AGENTREPRESENTATIVE” AND ON BEHALF OF SUCH LENDER OR ISSUING BANKLENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER AND ISSUING BANK IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER OR ISSUING BANK AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE SECOND LIEN REVOLVING CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.