Common use of Intercreditor Agreement Clause in Contracts

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and Security Interest granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this Agreement or any other Second Lien Security 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 are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement or any other Second Lien Security Document and the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Collateral Agent hereunder or under any other Second Lien Security Document shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, until the discharge Discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement)Senior Lender Claims, any obligation of the Borrower Company and any other Grantor Grantors hereunder or under any other Loan Second Lien Security Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwisePerson, in each case in connection with any ABL Priority Collateral, Collateral shall be deemed to be satisfied if the Borrower Company or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other First Lien Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien liens and Security Interest security interests granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy hereunder by the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement and the 1989 Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, dated as of March 8, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Administrative Agent and Collateral Agent, as Revolving Credit Administrative Agent and Revolving Credit Collateral Agent and JPMorgan Chase Bank, N.A., as Initial Fixed Asset Administrative Agent and Initial Fixed Asset Collateral Agent, and, with respect to any Term Priority Collateral (as such term is defined in the Intercreditor Agreement), until the discharge Discharge of the “ABL Obligations” Fixed Asset Obligations (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or under any other Loan Security Document with respect to the delivery or control of any ABL Term Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, Grantor complies with the requirements of the similar provision of the applicable “ABL Document” Fixed Asset Collateral Documents (as such term is defined in the Intercreditor Agreement). Until the discharge Discharge of the ABL Fixed Asset Obligations, the delivery of any ABL Term Priority Collateral to to, or the “ABL control of any Term Priority Agent” (as defined in Collateral by, the Intercreditor Agreement) Fixed Asset Collateral Agent pursuant to the ABL Fixed Asset Collateral Documents shall be deemed to satisfy any delivery or control requirement hereunder or under any other Loan DocumentSecurity Document with respect to Term Priority Collateral.

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien Lien and Security Interest granted pursuant to this Security Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Security Agreement, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Term Priority Collateral” (as defined in the Intercreditor Agreement) Collateral shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Term Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Term Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Term Priority Collateral, shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Term Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Term Obligations, the delivery of any ABL Term Priority Collateral to the “ABL Term Priority Agent” (as defined in the Intercreditor Agreement) pursuant to the ABL Term Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and Security Interest Liens granted to the Agent pursuant to this Agreement or any other Credit Document and the exercise of any right or remedy hereunder are subject to the provisions of the relative rights and remedies of the Agent hereunder shall be subject to, and governed by the terms and conditions of, the Intercreditor AgreementAgreement at any time the Intercreditor Agreement is in effect. In the event of any conflict or inconsistency between the terms and conditions hereof and the terms and conditions of the Intercreditor Agreement and this Agreement, the terms and conditions of the Intercreditor Agreement shall govern and controlcontrol at any time the Intercreditor Agreement is in effect. Without limiting the generality of the foregoing, and notwithstanding Notwithstanding anything herein to the contrarycontrary contained in this Agreement or the Credit Documents, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect but subject to the “Intercreditor Agreement in all respects, until the Discharge of ABL Priority Collateral” Obligations (as defined in the Intercreditor Agreement): (i) any covenant hereunder requiring the delivery and/or arrangement for possession of Collateral that constitutes ABL Priority Collateral to or with the Agent shall be subject deemed satisfied or complied with if such delivery and/or arrangement for possession of Collateral that constitutes ABL Priority Collateral is made to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document with respect Facility Agent pursuant to the delivery or control ABL Facility Documents; and (ii) any covenant hereunder requiring the endorsement of any Collateral that constitutes ABL Priority Collateral, Collateral or related document to the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, Agent shall be deemed to be have been satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) pursuant endorsement shall have been made to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan DocumentFacility Agent.

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and Security Interest granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to the “ABL Priority Collateral” Collateral (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” Obligations (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person Person, or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” Document (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” Agent (as defined in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. Notwithstanding anything herein The terms of this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the contrary, the lien and Security Interest granted Agent pursuant to this Agreement any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict inconsistency between the terms provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement Agreement), on the one hand, and this the Intercreditor Agreement, on the terms other, the provisions of the Intercreditor Agreement shall govern supersede the provisions of this Agreement and controlthe Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor AgreementLender Group) shall be subject to the terms of the Intercreditor Agreement, and until the discharge Discharge of the “ABL Obligations” Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of the Borrower and any other Grantor Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any ABL Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwisePerson, in each case in connection with respect of any ABL Fixed Asset Priority Collateral, Collateral shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, Loan Party complies with the requirements of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Senior Secured Notes Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the Liens securing the Revolving Obligations (as defined in the Intercreditor Agreement) as and only to the extent set forth in the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder are is subject to the limitations and 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. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral or assignment of claims forms, until the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms occurrence of the Intercreditor Agreement, and until the discharge Payment in Full of the “ABL Obligations” Revolving Obligations (as defined in the Intercreditor Agreement), to the extent set forth in the Intercreditor Agreement, any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document this Agreement with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx bill of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with the provision of any ABL Priority Collateral, assignment of claims form shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” Revolving Lender (as defined in the Intercreditor Agreement) pursuant to the ABL Revolving Loan Documents (as defined in the Intercreditor Agreement). To the extent that compliance by any Grantor with any actions specified in the immediately preceding sentence would (x) conflict with the exercise of or direction by the Revolving Lender of comparable rights, (y) require delivery of Collateral or provision of assignment of claims forms which can only be delivered to one Person or (z) be, under Requirements of Law, prohibited or unable to be completed, then the applicable Grantor shall satisfy not have to take any delivery requirement hereunder such actions so long as the applicable Grantor is, with respect to clause (x), complying with the exercise of, or under direction by, the Revolving Lender, with respect to clause (y), has delivered such Collateral or assignment of claims forms to the Revolving Lender or any of its agents, and, with respect to clause (z), only so long as Requirements of Law would prevent such compliance. Any reference herein to the Lien of the Collateral Agent being “first priority” or words of similar effect shall mean that such Lien is a first priority Lien, subject only to the prior Lien securing the Revolving Obligations to the extent set forth in the Intercreditor Agreement and any other Loan DocumentPermitted Prior Liens. 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. 50 Page SCHEDULES: Schedule 1 Notice Addresses of Guarantors 1-1 Schedule 2 Description of Pledged Investment Property 2-1 Schedule 3 Filings and Other Actions Required to Perfect Security Interests 3-1 Schedule 4 Exact Legal Name, Location of Jurisdiction of Organization and Chief Executive Office 4-1 Schedule 5 Location of Inventory and Equipment 5-1 Schedule 6 Material Excluded Assets 6-1 Schedule 7 Government Receivables 7-1 Schedule 8 Copyrights; Patents; Trademarks; Intellectual Property Licenses; Other Intellectual Property 8-1 Schedule 9 Vehicles 9-1 Schedule 10 Letter of Credit Rights 10-1 Schedule 11 Commercial Tort Claims 11-1 EXHIBITS: Exhibit A [RESERVED] A-1 Exhibit B Form of Uncertificated Securities Control Agreement .....................................B-1 Exhibit C-1 Form of Copyright Security Agreement ...........................................................C-1 Exhibit C-2 Form of Patent Security Agreement .................................................................C-2 Exhibit C-3 Form of Trademark Security Agreement ..........................................................C-3 ANNEXES: Annex 1 Assumption Agreement ANNEX 1-1 GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 24, 2020, and amended on May 22, 2023 (this “Agreement”), is entered into among (i) FREIGHTCAR AMERICA, INC., a Delaware corporation (“HoldingsCompany”), FREIGHTCAR NORTH AMERICA, LLC, a Delaware limited liability company (the “Borrower”), (ii) each other Person signatory hereto as a Grantor (Borrower, HoldingsCompany, and such other Persons, together with any other Person that becomes a Grantor party hereto as provided herein, each a “Grantor”, and collectively, the “Grantors”), and (iii) U.S. BANK NATIONAL ASSOCIATION, as collateral agent (in such capacity and together with its successors and assigns in such capacity, the “Collateral Agent”) for (iA) itself, (iiB) U.S. Bank National Association, as disbursing agent (in such capacity and together with its successors and assigns in such capacity, the “Disbursing Agent”), (iiiC) theCO FINANCE LVS VI LLC (the “LC Provider”) and the other financial institutions or entities (collectively, the “Lenders”) from time to time parties to that certain Credit Agreement, dated as of October 13, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time, the “Credit Agreement”), among the Borrower, HoldingsCompany, LC Provider, the Lenders, the Disbursing Agent and the Collateral Agent, and (iv) the other Secured Parties (as hereinafter defined).

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien Lien and Security Interest security interest granted to Grantee pursuant to this Agreement Deed or any other Loan Document and the exercise of any right or remedy by the Grantee or any of the other Second Priority Secured Parties hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement Agreement, this Deed and this Agreementany other Loan Document, the terms of the Intercreditor Agreement shall govern and controlcontrol with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (Grantee and the other Credit Parties) with respect to the “ABL Second Priority Collateral” (as defined in the Intercreditor Agreement) Secured Parties shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement)First Priority Obligations Payment Date, any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if Grantor or any of the Borrower or such other Grantor, as applicableSecond Priority Secured Parties, complies with the requirements of the similar provision of the applicable “ABL First Lien Loan Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsFirst Priority Obligations Payment Date, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) First Lien Collateral Agent pursuant to the ABL First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this Agreement or any other Security Document (including with respect to releases of Collateral and amendments to Security Documents) with respect to the Collateral shall be subject to the terms and conditions of (and the exercise of any right or remedy by the Collateral Agent and the other Secured Parties hereunder are or thereunder shall be subject to the provisions of terms and conditions of) the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, any other Security Document or the terms of Indenture and the Intercreditor Agreement, the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Collateral Agent or the other Secured Parties hereunder or under the Indenture or any other Security Document shall be exercised by the Collateral Agent or any other Secured Party, and no direction shall be given by the Collateral Agent or any other Secured Party in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to the Collateral, until the discharge of the “ABL Obligations” First Priority Obligations Payment Date (as such term is defined in the Intercreditor Agreement), ) any obligation of the Borrower Company and any other Grantor hereunder or under the Indenture or any other Loan Security Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower Company or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” First Priority Document (as such term is defined in the Intercreditor Agreement)) or the Intercreditor Agreement to the extent the provisions of the Intercreditor Agreement related to such Collateral or provision. Until the discharge of the ABL ObligationsFirst Priority Obligations Payment Date, the delivery of any ABL Collateral to, or the control of any Collateral by, the First Priority Collateral to the “ABL Priority Agent” Representative (as such term is defined in the Intercreditor Agreement) pursuant to the ABL First Priority Documents shall satisfy any delivery or control requirement hereunder or under any other Loan Security Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Security Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this Security Agreement or any other Note Document or Term 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 are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement and the Term Debt Intercreditor Agreement. In the event of any conflict between the terms of this Security Agreement or any other Note Document or Term Loan Document and the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Collateral Agent hereunder or under any other Note Document shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to any ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) until the discharge of the “ABL Obligations” Obligations Payment Date (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower Company and any other Grantor Guarantor hereunder or under any other Note Document or Term Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower Company or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsObligations Payment Date, the delivery of any ABL Priority Collateral to to, or the “Control of any ABL Priority Agent” (as defined in Collateral by, the Intercreditor Agreement) ABL Collateral Agent pursuant to the ABL Documents shall satisfy any delivery or Control requirement hereunder or under any other Note Document or Term Loan Document; provided, however, the delivery of any Collateral to the ABL Collateral Agent pursuant to the ABL Documents, together with a notice instructing the ABL Collateral Agent to deliver any such Collateral constituting Term Debt Priority Collateral to the Collateral Agent, shall satisfy any delivery requirement hereunder or under any other Note Document or Term Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien Liens and Security Interest security interests granted to the Collateral Agent pursuant to this 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), including Liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Fourth Amended and Restated Credit Agreement dated as of October 29, 2009 (as amended, restated, supplemented or other modified from time to time), among Xxxxxxxx Television Group, Inc. and its subsidiaries and affiliated entities party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder are is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and controlgovern. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to any Collateral, until the discharge occurrence of the “ABL Obligations” Discharge of Senior Obligations (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower Company, the Holding Company and any other Grantor Subsidiary Guarantor hereunder or under any other Loan Security Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower Company, the Holding Company or such other GrantorSubsidiary Guarantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” Senior Collateral Document (as such term is defined in the Intercreditor Agreement). Until the discharge Discharge of the ABL Senior Obligations, the delivery of any ABL Priority Collateral to to, or the “ABL Priority Agent” control (as defined in the UCC) of any Collateral by, any Senior Representative (as such term is defined in the Intercreditor Agreement) pursuant to the ABL Senior Collateral Documents shall satisfy any delivery or control requirement hereunder or under any other Loan Security Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the Liens securing the Revolving Obligations (as defined in the Intercreditor Agreement) as and only to the extent set forth in the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder are is subject to the limitations and 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. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral or assignment of claims forms, until the “ABL Priority Collateral” occurrence of the Payment In Full (as defined in the Intercreditor Agreement) shall be subject of the Revolving Obligations, to the terms of extent set forth in the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or Loan Party under any other Loan Security Document or this Agreement with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx bxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with the provision of any ABL Priority Collateral, assignment of claims form shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of Revolving Loan Lender pursuant to the applicable “ABL Document” Revolving Loan Documents (as defined in the Intercreditor Agreement). Until To the discharge extent that compliance by any Loan Party with any actions specified in the immediately preceding sentence would (x) conflict with the exercise of or direction by the Revolving Loan Lender of comparable rights, (y) require delivery of Collateral or provision of assignment of claims forms which can only be delivered to one Person or (z) be, under Requirements of Law, prohibited or unable to be completed, then the applicable Loan Party shall not have to take any such actions so long as the applicable Loan Party is, with respect to clause (x), complying with the exercise of, or direction by, the Revolving Loan Lender, with respect to clause (y), has delivered such Collateral or assignment of claims forms to the Revolving Loan Lender or any of its agents, and, with respect to clause (z), only so long as Requirements of Law would prevent such compliance. Any reference herein to the Lien of the ABL ObligationsCollateral Agent being “first priority” or words of similar effect shall mean that such Lien is a first priority Lien, the delivery of any ABL Priority Collateral subject only to the “ABL Priority Agent” (as defined prior Lien securing the Revolving Obligations to the extent set forth in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under Agreement and any other Loan DocumentPermitted Prior Liens. 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. Each Lender, by its execution and delivery of this Agreement, hereby authorizes and directs the Collateral Agent to enter into, execute and deliver the Intercreditor Agreement and to comply with each of the terms and provisions thereof. [Remainder of page left intentionally blank.] ANNEX A COMMITMENTS Initial Commitments as of the Closing Date: Lender Initial Commitment Original Issue Discount Pro Rata Share Fair Market Value of Warrants OC III LVS XII LP (via assignment) $40,000,000 $400,000 100% $7,506,494.03 Total $40,000,000 $400,000 100% $7,506,494.03 Second Amendment Commitments: Lender Second Amendment Commitment Original Issue Discount Pro Rata Share CO FinanceOC III LVS VI LLCXXVIII LP (via assignment) $16,000,000 $320,000 100% Total $16,000,000 $320,000 100% Fourth Amendment Commitments:

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Security Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this Security Agreement or any other Collateral Document with respect to the Common Collateral (as such term is defined in the Intercreditor Agreement) 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 are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of a conflict between this Security Agreement and any other Collateral Document, this Security Agreement shall govern. In the event of any conflict between this Security Agreement and any other Collateral Document, on the terms of one hand, and the Intercreditor Agreement and this Agreement, on the terms of other hand, the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Collateral Agent hereunder or under any other Collateral Document shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to any Common Collateral, until the discharge of the “ABL Obligations” First Priority Obligations Payment Date (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower Company and any other Grantor hereunder or under any other Loan Collateral Document with respect to the delivery or control of any ABL Priority Common Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower Company or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” First Priority Document (as such term is defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsFirst Priority Obligations Payment Date, the delivery of any ABL Common Collateral to, or the Control of any Common Collateral by, the First Priority Collateral to the “ABL Priority Agent” Representative (as such term is defined in the Intercreditor Agreement) pursuant to the ABL First Priority Documents shall satisfy any delivery or Control requirement hereunder or under any other Loan Collateral Document. Notwithstanding anything to the contrary in this section, certain Additional Intercreditor Agreements may grant to the lenders party thereto a first priority security interest in certain types of Collateral designated in the terms of those Additional Intercreditor Agreements, and each such Additional Intercreditor Agreement shall remain in effect and the terms thereof shall control until the indebtedness described in such Additional Intercreditor Agreement is repaid and no further obligations need be performed thereunder, or such Additional Intercreditor Agreement is otherwise terminated.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the Liens securing the Revolving Obligations (as defined in the Intercreditor Agreement) as and only to the extent set forth in the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder are is subject to the limitations and 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. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral or assignment of claims forms, until the “ABL Priority Collateral” occurrence of the Payment In Full (as defined in the Intercreditor Agreement) shall be subject of the Revolving Obligations, to the terms of extent set forth in the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or Loan Party under any other Loan Security Document or this Agreement with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with the provision of any ABL Priority Collateral, assignment of claims form shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of Revolving Loan Lender pursuant to the applicable “ABL Document” Revolving Loan Documents (as defined in the Intercreditor Agreement). Until To the discharge extent that compliance by any Loan Party with any actions specified in the immediately preceding sentence would (x) conflict with the exercise of or direction by the Revolving Loan Lender of comparable rights, (y) require delivery of Collateral or provision of assignment of claims forms which can only be delivered to one Person or (z) be, under Requirements of Law, prohibited or unable to be completed, then the applicable Loan Party shall not have to take any such actions so long as the applicable Loan Party is, with respect to clause (x), complying with the exercise of, or direction by, the Revolving Loan Lender, with respect to clause (y), has delivered such Collateral or assignment of claims forms to the Revolving Loan Lender or any of its agents, and, with respect to clause (z), only so long as Requirements of Law would prevent such compliance. Any reference herein to the Lien of the ABL ObligationsCollateral Agent being “first priority” or words of similar effect shall mean that such Lien is a first priority Lien, the delivery of any ABL Priority Collateral subject only to the “ABL Priority Agent” (as defined prior Lien securing the Revolving Obligations to the extent set forth in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under Agreement and any other Loan DocumentPermitted Prior Liens. 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. Each Lender, by its execution and delivery of this Agreement, hereby authorizes and directs the Collateral Agent to enter into, execute and deliver the Intercreditor Agreement and to comply with each of the terms and provisions thereof. [Remainder of page left intentionally blank.]

Intercreditor Agreement. Notwithstanding anything herein The terms of this Agreement and the other Loan Documents (other than the Intercreditor Agreement), any Lien granted to the contrary, the lien and Security Interest granted Agent pursuant to this Agreement any Loan Document and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict inconsistency between the terms provisions of this Agreement and the Loan Documents (other than the Intercreditor Agreement Agreement), on the one hand, and this the Intercreditor Agreement, on the terms other hand, the provisions of the Intercreditor Agreement shall govern supersede the provisions of this Agreement and controlthe Loan Documents (other than the Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor AgreementLender Group) shall be subject to the terms of the Intercreditor Agreement, and until the discharge Discharge of the “ABL Obligations” Fixed Asset Obligations (as defined in the Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Fixed Asset Priority Collateral that is inconsistent with such Loan Party’s obligations under the Senior Secured Notes Documents except if otherwise provided in the Intercreditor Agreement and (ii) any obligation of the Borrower and any other Grantor Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any ABL Fixed Asset Priority Collateral, the novation of any lien on any certificate of title, xxxx bill of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwisePerson, in each case in connection with respect of any ABL Fixed Asset Priority Collateral, Collateral shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, Loan Party complies with the requirements of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Senior Secured Notes Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this 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 Administrative Agent hereunder are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement or any other Loan Document and the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Administrative Agent hereunder or under any other Loan Document shall be exercised by the Administrative Agent, and no direction shall be given by the Administrative Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to the ABL Priority Collateral until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement)Obligations Payment Date, any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwisePerson, in each case in connection with any ABL Priority Collateral, Collateral shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement)Documentation. Until the discharge of the ABL ObligationsObligations Payment Date, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) Representative pursuant to the ABL Documents Documentation shall satisfy any delivery requirement hereunder or under any other Loan DocumentDocument (it being understood this sentence and the preceding sentence are for the benefit of the Administrative Agent and the Secured Parties and not the Grantors). Notwithstanding the foregoing, the Administrative Agent may take actions necessary or advisable to create and perfect the security interest in the ABL Priority Collateral created by the Loan Documents.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the Liens securing the Revolving Obligations (as defined in the Intercreditor Agreement) as and only to the extent set forth in the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder are is subject to the limitations and 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. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral or assignment of claims forms, until the “ABL Priority Collateral” occurrence of the Payment In Full (as defined in the Intercreditor Agreement) shall be subject of the Revolving Obligations, to the terms of extent set forth in the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or Loan Party under any other Loan Security Document or this Agreement with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with the provision of any ABL Priority Collateral, assignment of claims form shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of Revolving Loan Lender pursuant to the applicable “ABL Document” Revolving Loan Documents (as defined in the Intercreditor Agreement). Until To the discharge extent that compliance by any Loan Party with any actions specified in the immediately preceding sentence would (x) conflict with the exercise of or direction by the Revolving Loan Lender of comparable rights, (y) require delivery of Collateral or provision of assignment of claims forms which can only be delivered to one Person or (z) be, under Requirements of Law, prohibited or unable to be completed, then the applicable Loan Party shall not have to take any such actions so long as the applicable Loan Party is, with respect to clause (x), complying with the exercise of, or direction by, the Revolving Loan Lender, with respect to clause (y), has delivered such Collateral or assignment of claims forms to the Revolving Loan Lender or any of its agents, and, with respect to clause (z), only so long as Requirements of Law would prevent such compliance. Any reference herein to the Lien of the ABL ObligationsCollateral Agent being “first priority” or words of similar effect shall mean that such Lien is a first priority Lien, the delivery of any ABL Priority Collateral subject only to the “ABL Priority Agent” (as defined prior Lien securing the Revolving Obligations to the extent set forth in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under Agreement and any other Permitted Prior Liens. 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. Each Lender, by its execution and delivery of this Agreement, hereby authorizes and directs the Collateral Agent to enter into, execute and deliver the Intercreditor Agreement and to comply with each of the terms and provisions thereof. ANNEX A COMMITMENTS Commitments as of the Closing Date: Lender Commitment Original Issue Discount Pro Rata Share Fair Market Value of Warrants CO Finance LVS VI LLC $ 40,000,000 Redacted 100 % Redacted Total $ 40,000,000 Redacted 100 % Redacted Second Amendment Commitments: Lender Second Amendment Commitment Original Issue Discount Pro Rata Share CO Finance LVS VI LLC $ 16,000,000 Redacted 100 % Total $ 16,000,000 Redacted 100 % Annex B First Amendment to Intercreditor Agreement AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT This AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into as of May 17, 2021, between Siena Lending Group LLC, in its capacity as the lender under the Revolving Credit Agreement (in such capacity and together with any successor thereto, the “Revolving Lender”), and U.S. Bank National Association, in its capacity as the collateral agent for the Term Loan DocumentLenders under the Term Loan Agreement (in such capacity and together with any successor collateral agent, the “Term Loan Agent”).

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and Security Interest security interest granted to the Administrative Agent pursuant to this Agreement and the exercise of any right or remedy by the Administrative Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of June 10, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”, among the Borrower, Lxxxxx Commercial Paper Inc., as First Lien Collateral Agent, and Lxxxxx Commercial Paper Inc., as Second Lien Collateral Agent, and certain other persons party or that may become party thereto from time to time. 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 controlcontrol with respect to any exercise of a right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” First Lien Obligations (as defined in the Intercreditor Agreement) have been Fully Satisfied (as such term is defined in the First Lien Guarantee and Collateral Agreement), (i) no Grantor shall be required hereunder to take any action that is inconsistent with such Grantor’s obligations under the First Lien Loan Documents and (ii) any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx bxxx of lading or other documentDocument, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, Grantor complies with the requirements of the similar provision of the applicable “ABL First Lien Loan Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” First Lien Obligations (as defined in the Intercreditor Agreement) have been Fully Satisfied (as such term is defined in the First Lien Guarantee and Collateral Agreement), the Administrative Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest, whether pursuant to the ABL express terms hereof or pursuant to the further assurances provisions hereof, unless the First Lien Agent shall have required such Grantor to take similar action, and delivery of any Collateral to the First Lien Agent pursuant to the First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Documenthereunder.

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien Lien and Security Interest granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Term Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Term Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Term Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Term Priority Collateral, shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Term Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Term Obligations, the delivery of any ABL Term Priority Collateral to the “ABL Term Priority Agent” (as defined in the Intercreditor Agreement) pursuant to the ABL Term Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Security Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this Security 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 Administrative Agent hereunder are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of any conflict between the terms of this Security Agreement or any other Loan Document and the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Administrative Agent hereunder or under any other Loan Document shall be exercised by the Administrative Agent, and no direction shall be given by the Administrative Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to the Term Loan Priority Collateral until the discharge of the “ABL Obligations” Term Loan Obligations Payment Date (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor Grantors hereunder or under any other Loan Document with respect to the delivery or control of any ABL Term Loan Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwisePerson, in each case in connection with any ABL Term Loan Priority Collateral, Collateral shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, applicable Grantor complies with the requirements of the similar provision of the applicable “ABL Term Loan Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsTerm Loan Obligations Payment Date, the delivery of any ABL Term Loan Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) Term Loan Representative pursuant to the ABL Term Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Security Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this Security 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 Administrative Agent hereunder are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of any conflict between the terms of this Security Agreement or any other Loan Document and the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Administrative Agent hereunder or under any other Loan Document shall be exercised by the Administrative Agent, and no direction shall be given by the Administrative Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to the ABL Priority Collateral until the discharge of the “ABL Obligations” Obligations Payment Date (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor Grantors hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwisePerson, in each case in connection with any ABL Priority Collateral, Collateral shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, applicable Grantor complies with the requirements of the similar provision of the applicable “ABL Loan Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsObligations Payment Date, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) Representative pursuant to the ABL Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this Agreement or any other Collateral Document with respect to the Collateral 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 and the other Secured Parties hereunder are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, any other Collateral Document or the terms of Indenture and the Intercreditor Agreement, the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Collateral Agent or the other Secured Parties hereunder or under the Indenture or any other Collateral Document shall be exercised by the Collateral Agent or any other Secured Party, and no direction shall be given by the Collateral Agent or any other Secured Party in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to the Collateral, until the discharge of the “ABL Obligations” First Priority Obligations Payment Date (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower Company and any other Grantor hereunder or under the Indenture or any other Loan Collateral Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower Company or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” First Priority Document (as such term is defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsFirst Priority Obligations Payment Date, the delivery of any ABL Collateral to, or the Control of any Collateral by, the First Priority Collateral to the “ABL Priority Agent” Representative (as such term is defined in the Intercreditor Agreement) pursuant to the ABL First Priority Documents shall satisfy any delivery or Control requirement hereunder or under any other Loan Collateral Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this Agreement or any other Collateral Document with respect to the Collateral shall be subject to the terms and conditions of (and the exercise of any right or remedy by the Collateral Agent and the other Secured Parties hereunder are or thereunder shall be subject to the provisions of terms and conditions of, the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, any other Collateral Document or the terms of Indenture and the Intercreditor Agreement, the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Collateral Agent or the other Secured Parties hereunder or under the Indenture or any other Collateral Document shall be exercised by the Collateral Agent or any other Secured Party, and no direction shall be given by the Collateral Agent or any other Secured Party in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to the Collateral, until the discharge of the “ABL Obligations” First Priority Obligations Payment Date (as such term is defined in the Intercreditor Agreement), ) any obligation of the Borrower Company and any other Grantor hereunder or under the Indenture or any other Loan Collateral Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower Company or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” First Priority Document (as such term is defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsFirst Priority Obligations Payment Date, the delivery of any ABL Collateral to, or the control of any Collateral by, the First Priority Collateral to the “ABL Priority Agent” Representative (as such term is defined in the Intercreditor Agreement) pursuant to the ABL First Priority Documents shall satisfy any delivery or control requirement hereunder or under any other Loan Collateral Document.

Intercreditor Agreement. Notwithstanding anything herein to the contraryNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED in this Security Agreement, the lien Liens, security interests and Security Interest 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 are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Security Agreement, the terms of Credit Agreement or any other Loan Document and the Intercreditor Agreement, the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the 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. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to the Notes Collateral until the discharge Discharge of the “ABL Notes Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower Company and any other Grantor hereunder or under the Credit Agreement or any other Loan Document with respect to the delivery or control of any ABL Priority Notes Collateral, the novation of any lien on any certificate of title, xxxx bxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwisePerson, in each case in connection with any ABL Priority Collateral, Notes Collateral shall be deemed to be satisfied if the Borrower Company or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL 2010 Note Document” (as defined in the Intercreditor Agreement). Until the discharge Discharge of the ABL Notes Obligations, the delivery of any ABL Priority Notes Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) Notes Agent pursuant to the ABL 2010 Note Documents shall satisfy any delivery requirement hereunder or under the Credit Agreement or any other Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Security Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this Security Agreement or any other Collateral Document with respect to the Common Collateral (as such term is defined in the Intercreditor Agreement) 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 are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of a conflict between this Security Agreement and any other Collateral Document, this Security Agreement shall govern. In the event of any conflict between this Security Agreement and any other Collateral Document, on the terms of one hand, and the Intercreditor Agreement and this Agreement, on the terms of other hand, the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Collateral Agent hereunder or under any other Collateral Document shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to any Common Collateral, until the discharge of the “ABL Obligations” First Priority Obligations Payment Date (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.27

Intercreditor Agreement. Notwithstanding anything herein The terms of this Agreement and the other Loan Documents (other than the ABL Intercreditor Agreement), any Lien granted to the contrary, the lien and Security Interest granted Administrative Agent pursuant to this Agreement any Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder are subject to the provisions of the ABL Intercreditor Agreement. In the event of any conflict inconsistency between the terms provisions of this Agreement and the Loan Documents (other than the ABL Intercreditor Agreement), on the one hand, and the ABL Intercreditor Agreement, on the other, the provisions of the Intercreditor Agreement and this Agreement, the terms of the ABL Intercreditor Agreement shall govern supersede the provisions of this Agreement and controlthe Loan Documents (other than the ABL Intercreditor Agreement). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (Agent, the Lenders and the other Credit Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) L/C Issuers shall be subject to the terms of the ABL Intercreditor Agreement, and until the discharge Discharge of the “ABL Obligations” Fixed Asset Obligations (as defined in the ABL Intercreditor Agreement), (i) except for express requirements of this Agreement, no Loan Party shall be required hereunder or under any other Loan Document to take any action in respect of the Term Loan Priority Collateral that is inconsistent with such Loan Party’s obligations under the First Lien Credit Documents or the Second Lien Credit Agreement except if otherwise provided in the ABL Intercreditor Agreement and (ii) any obligation of the Borrower and any other Grantor Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any ABL Term Loan Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwisePerson, in each case in connection with respect of any ABL Term Loan Priority Collateral, Collateral shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, Loan Party complies with the requirements of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder First Lien Loan Document or under any other Second Lien Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Security Agreement, the lien Liens, security interests and Security Interest rights granted pursuant to this Security 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 Administrative Agent hereunder are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of any conflict between the terms of this Security Agreement or any other Loan Document and the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Administrative Agent hereunder or under any other Loan Document shall be exercised by the Administrative Agent, and no direction shall be given by the Administrative Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to the Term Debt Priority Collateral until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement)Term Debt Obligations Payment Date, any obligation of the Borrower Company and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Term Debt Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwisePerson, in each case in connection with any ABL Term Debt Priority Collateral, Collateral shall be deemed to be satisfied if the Borrower Company or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Term Debt Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsTerm Debt Obligations Payment Date, the delivery of any ABL Term Debt Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) Term Debt Representative pursuant to the ABL Term Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the Liens granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement) as and to the extent set forth in the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder are is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and controlgovern. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral, until the “ABL Priority Collateral” occurrence of the Discharge of Senior Obligations (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower Company and any other Grantor Subsidiary Pledgor hereunder or under any other Loan Security Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of the applicable “ABL Document” Senior Collateral Agent (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as such term is defined in the Intercreditor Agreement) pursuant to the ABL Senior Collateral Documents (as such term is defined in the Intercreditor Agreement). To the extent that compliance by the Company or a Subsidiary Pledgor, as applicable, with any actions specified in the immediately proceeding sentence would (x) conflict with the exercise of or direction by the Senior Collateral Agent of comparable rights, (y) require delivery of collateral which can only be delivered to one Person or (z) be, under Applicable Law, prohibited or unable to be completed, then the applicable Pledgor shall satisfy not have to take any delivery requirement hereunder such actions so long as the applicable Pledgor is, with respect to clause (x), complying with the exercise of, or under direction by, the Senior Collateral Agent, with respect to clause (y), has delivered such collateral to the Senior Collateral Agent or any other Loan Documentof its agents, and, with respect to clause (z), only so long as Applicable Law would prevent such compliance.

Intercreditor Agreement. Notwithstanding anything herein any provision to the contrarycontrary in this Collateral Agreement, this Collateral Agreement, the lien and Security Interest security interest granted to the Collateral Agent pursuant to this Agreement Collateral Agreement, and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, as the same may be amended, supplemented, modified or replaced from time to time. The Collateral Agent, on behalf of the Secured Parties, acknowledges and agrees to be bound by the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Collateral Agreement, the terms of the Intercreditor Agreement shall govern and controlgovern. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and until the discharge Discharge of the “ABL Obligations” First Lien Obligations (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other documentDocument, the giving of any notice to any bailee or other Person, Person or the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, rights shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, Grantor complies with the requirements of the similar provision of the applicable “ABL Document” (as defined in the Intercreditor Agreement)First Lien Collateral Documents. Until the discharge Discharge of the ABL First Lien Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) First Lien Collateral Agent pursuant to the ABL First Lien Collateral Documents shall satisfy any delivery requirement hereunder or under any other Loan Documenthereunder.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the Liens granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement) as and to the extent set forth in the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder are is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and controlgovern. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral, until the “ABL Priority Collateral” occurrence of the Discharge of Senior Obligations (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower Company and any other Grantor Subsidiary Pledgor hereunder or under any other Loan Security Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of the applicable “ABL Document” Senior Collateral Agent (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as such term is defined in the Intercreditor Agreement) pursuant to the ABL Senior Collateral Documents (as such term is defined in the Intercreditor Agreement). To the extent that compliance by the Company or a Subsidiary Pledgor, as applicable, with any actions specified in the immediately proceeding sentence would (x) conflict with the exercise of or direction by the Senior Collateral Agent of comparable rights, (y) require delivery of collateral which can only be delivered to one Person or (z) be, under Applicable Law, prohibited or unable to be completed, then the applicable Pledgor shall satisfy not have to take any delivery requirement hereunder such actions so long as the applicable Pledgor is, with respect to clause (x), complying with the exercise of, or under direction by, the Senior Collateral Agent, with respect to clause (y), has delivered such collateral to the Senior Collateral Agent or any other Loan Document.of its agents, and, with respect to clause (z), only so long as Applicable Law would prevent such compliance. [SIGNATURE PAGES FOLLOW]

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the Liens securing the Revolving Obligations (as defined in the Intercreditor Agreement) as and only to the extent set forth in the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder are is subject to the limitations and 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. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral or assignment of claims forms, until the “ABL Priority Collateral” occurrence of the Payment In Full (as defined in the Intercreditor Agreement) shall be subject of the Revolving Obligations, to the terms of extent set forth in the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or Loan Party under any other Loan Security Document or this Agreement with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with the provision of any ABL Priority Collateral, assignment of claims form shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of Revolving Loan Lender pursuant to the applicable “ABL Document” Revolving Loan Documents (as defined in the Intercreditor Agreement). Until To the discharge extent that compliance by any Loan Party with any actions specified in the immediately preceding sentence would (x) conflict with the exercise of or direction by the Revolving Loan Lender of comparable rights, (y) require delivery of Collateral or provision of assignment of claims forms which can only be delivered to one Person or (z) be, under Requirements of Law, prohibited or unable to be completed, then the applicable Loan Party shall not have to take any such actions so long as the applicable Loan Party is, with respect to clause (x), complying with the exercise of, or direction by, the Revolving Loan Lender, with respect to clause (y), has delivered such Collateral or assignment of claims forms to the Revolving Loan Lender or any of its agents, and, with respect to clause (z), only so long as Requirements of Law would prevent such compliance. Any reference herein to the Lien of the ABL ObligationsCollateral Agent being “first priority” or words of similar effect shall mean that such Lien is a first priority Lien, the delivery of any ABL Priority Collateral subject only to the “ABL Priority Agent” (as defined prior Lien securing the Revolving Obligations to the extent set forth in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under Agreement and any other Loan Document.Permitted Prior Liens. 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. Each Lender, by its execution and delivery of this Agreement, hereby authorizes and directs the Collateral Agent to enter into, execute and deliver the Intercreditor Agreement and to comply with each of the terms and provisions thereof. 134 135

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien Lien and Security Interest security interest granted to the Collateral Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and this Agreementany other Loan Document, the terms of the Intercreditor Agreement shall govern and controlcontrol with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent or the Collateral Agent (and the other Credit Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor AgreementLenders) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement)First Priority Obligations Payment Date, any obligation of the Borrower and any other Grantor Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such other GrantorGuarantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL First Lien Loan Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsFirst Priority Obligations Payment Date, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) First Lien Collateral Agent pursuant to the ABL First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.. [Remainder of page intentionally left blank]

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien liens and Security Interest security interests granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy hereunder by the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement and the 1989 Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Collateral Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, dated as of March 8, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Administrative Agent and Collateral Agent, as Revolving Credit Administrative Agent and Revolving Credit Collateral Agent, and JPMorgan Chase Bank, N.A., as Initial Fixed Asset Administrative Agent and Initial Fixed Asset Credit Collateral Agent, and, with respect to any Term Priority Collateral (as such term is defined in the Intercreditor Agreement), until the discharge Discharge of the “ABL Obligations” Fixed Asset Obligations (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor Pledgor hereunder or under any other Loan Security Document with respect to the delivery or control of any ABL Term Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such other Grantor, as applicable, Pledgor complies with the requirements of the similar provision of the applicable “ABL Document” Fixed Asset Collateral Documents (as such term is defined in the Intercreditor Agreement). Until the discharge Discharge of the ABL Fixed Asset Obligations, the delivery of any ABL Term Priority Collateral to to, or the “ABL control of any Term Priority Agent” (as defined in Collateral by, the Intercreditor Agreement) Fixed Asset Collateral Agent pursuant to the ABL Fixed Asset Collateral Documents shall be deemed to satisfy any delivery or control requirement hereunder or under any other Loan DocumentSecurity Document with respect to Term Priority Collateral.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the Liens granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement) as and to the extent set forth in the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder are is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and controlgovern. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral, until the “ABL Priority Collateral” occurrence of the Discharge of Senior Obligations (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as such term is defined in the Intercreditor Agreement), any obligation of the Borrower Company and any other Subsidiary Grantor hereunder or under any other Loan Security Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of the applicable “ABL Document” Senior Collateral Agent (as defined in the Intercreditor Agreement). Until the discharge of the ABL Obligations, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as such term is defined in the Intercreditor Agreement) pursuant to the ABL Senior Collateral Documents (as such term is defined in the Intercreditor Agreement). To the extent that compliance by the Company or a Subsidiary Grantor, as applicable, with any actions specified in the immediately proceeding sentence would (x) conflict with the exercise of or direction by the Senior Collateral Agent of comparable rights, (y) require delivery of collateral which can only be delivered to one Person or (z) be, under Applicable Law, prohibited or unable to be completed, then the applicable Grantor shall satisfy not have to take any delivery requirement hereunder such actions so long as the applicable Grantor is, with respect to clause (x), complying with the exercise of, or under direction by, the Senior Collateral Agent, with respect to clause (y), has delivered such collateral to the Senior Collateral Agent or any other Loan Documentof its agents, and, with respect to clause (z), only so long as Applicable Law would prevent such compliance.

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Agent pursuant to this Agreement are expressly subject and subordinate to the Liens securing the Senior Lien Obligations as and to the extent set forth in the ABL/Term Intercreditor Agreement and (ii) the exercise of any right or remedy by the Agent hereunder are is subject to the limitations and provisions of the ABL/Term 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. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral, until the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms occurrence of the Intercreditor Agreement, and until the discharge Discharge of the “ABL Senior Lien Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor Credit Party hereunder or under any other Loan Security Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of Revolving Agent pursuant to the applicable “ABL Document” Senior Lien Collateral Documents (as such term is defined in the ABL/Term Intercreditor Agreement). Until To the discharge extent that compliance by any Credit Party with any actions specified in the immediately preceding sentence would (x) conflict with the exercise of or direction by the Revolving Agent of comparable rights, (y) require delivery of Collateral which can only be delivered to one Person or (z) be, under Applicable Law, prohibited or unable to be completed, then the applicable Credit Party shall not have to take any such actions so long as the applicable Credit Party is, with respect to clause (x), complying with the exercise of, or direction by, the Revolving Agent, with respect to clause (y), has delivered such collateral to the Revolving Agent or any of its agents, and, with respect to clause (z), only so long as Applicable Law would prevent such compliance. Any reference herein to the Lien of Agent being “first priority” or words of similar effect shall mean that such Lien is a first priority Lien, subject only to the prior Lien securing the Senior Lien Obligations and any Permitted Encumbrances that have priority by operation of law. In the event of any conflict between the terms of (i) the Intercreditor Agreements and this Agreement, the terms of the ABL ObligationsIntercreditor Agreements shall govern and control or (ii) the ABL/Term Intercreditor Agreement and the Junior Lien Intercreditor Agreement, the delivery terms of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the ABL/Term Intercreditor Agreement) pursuant to the ABL Documents Agreement shall satisfy any delivery requirement hereunder or under any other Loan Document.govern and control. 108

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the Liens securing the Revolving Obligations (as defined in the Intercreditor Agreement) as and only to the extent set forth in the Intercreditor Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder are is subject to the limitations and 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. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral or assignment of claims forms, until the “ABL Priority Collateral” occurrence of the Payment In Full (as defined in the Intercreditor Agreement) shall be subject of the Revolving Obligations, to the terms of extent set forth in the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor hereunder or Loan Party under any other Loan Security Document or this Agreement with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, the obtaining of any consent of any Person or otherwise, in each case in connection with the provision of any ABL Priority Collateral, assignment of claims form shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of Revolving Loan Lender pursuant to the applicable “ABL Document” Revolving Loan Documents (as defined in the Intercreditor Agreement). Until To the discharge extent that compliance by any Loan Party with any actions specified in the immediately preceding sentence would (x) conflict with the exercise of or direction by the Revolving Loan Lender of comparable rights, (y) require delivery of Collateral or provision of assignment of claims forms which can only be delivered to one Person or (z) be, under Requirements of Law, prohibited or unable to be completed, then the applicable Loan Party shall not have to take any such actions so long as the applicable Loan Party is, with respect to clause (x), complying with the exercise of, or direction by, the Revolving Loan Lender, with respect to clause (y), has delivered such Collateral or assignment of claims forms to the Revolving Loan Lender or any of its agents, and, with respect to clause (z), only so long as Requirements of Law would prevent such compliance. Any reference herein to the Lien of the ABL ObligationsCollateral Agent being “first priority” or words of similar effect shall mean that such Lien is a first priority Lien, the delivery of any ABL Priority Collateral subject only to the “ABL Priority Agent” (as defined prior Lien securing the Revolving Obligations to the extent set forth in the Intercreditor Agreement) pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under Agreement and any other Loan Document.Permitted Prior Liens. 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. Each Lender, by its execution and delivery of this Agreement, hereby authorizes and directs the Collateral Agent to enter into, execute and deliver the Intercreditor Agreement and to comply with each of the terms and provisions thereof. ANNEX A COMMITMENTS Commitments as of the Closing Date: Lender Commitment Original Issue Discount Pro Rata Share Fair Market Value of Warrants CO Finance LVS VI LLC $40,000,000 $400,000 100% $7,506,494.03 Total $40,000,000 $400,000 100% $7,506,494.03 Second Amendment Commitments: Lender Second Amendment Commitment Original Issue Discount Pro Rata Share CO Finance LVS VI LLC $16,000,000 $320,000 100% Total $16,000,000 $320,000 100%

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien Lien and Security Interest security interest granted to the Collateral Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and this Agreementany other Loan Document, the terms of the Intercreditor Agreement shall govern and controlcontrol with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent or the Collateral Agent (and the other Credit Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor AgreementLenders) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement)First Priority Obligations Payment Date, any obligation of the Borrower and any other Grantor Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such other GrantorGuarantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL First Lien Loan Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsFirst Priority Obligations Payment Date, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) First Lien Collateral Agent pursuant to the ABL First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.. [Remainder of Page Intentionally Left Blank]

Intercreditor Agreement. (a) Notwithstanding anything herein to the contrarycontrary contained in this Agreement, (i) the lien and Security Interest Liens granted to the Agent pursuant to this Agreement are expressly subject and subordinate to the Liens securing the Senior Lien Obligations as and to the extent set forth in the ABL/Term Intercreditor Agreement and (ii) the exercise of any right or remedy by the Agent hereunder are is subject to the limitations and provisions of the ABL/Term 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. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Parties) with respect to any Collateral, until the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms occurrence of the Intercreditor Agreement, and until the discharge Discharge of the “ABL Senior Lien Obligations” (as defined in the Intercreditor Agreement), any obligation of the Borrower and any other Grantor Note Party hereunder or under any other Loan Security Document with respect to the delivery or control of any ABL Priority Collateral, the novation notation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed subject and subordinate to be satisfied if the Borrower or such other Grantor, as applicable, complies with the requirements rights of the similar provision of Revolving Agent pursuant to the applicable “ABL Document” Senior Lien Collateral Documents (as such term is defined in the ABL/Term Intercreditor Agreement). Until To the discharge extent that compliance by any Note Party with any actions specified in the immediately preceding sentence would (x) conflict with the exercise of or direction by the Revolving Agent of comparable rights, (y) require delivery of Collateral which can only be delivered to one Person or (z) be, under Applicable Law, prohibited or unable to be completed, then the applicable Note Party shall not have to take any such actions so long as the applicable Note Party is, with respect to clause (x), complying with the exercise of, or direction by, the Revolving Agent, with respect to clause (y), has delivered such collateral to the Revolving Agent or any of its agents, and, with respect to clause (z), only so long as Applicable Law would prevent such compliance. Any reference herein to the Lien of Agent being “first priority” or words of similar effect shall mean that such Lien is a first priority Lien, subject only to the prior Lien securing the Senior Lien Obligations and any Permitted Encumbrances that have priority by operation of law. In the event of any conflict between the terms of (i) the Intercreditor Agreements and this Agreement, the terms of the ABL ObligationsIntercreditor Agreements shall govern and control or (ii) the ABL/Term Intercreditor Agreement and the Junior Lien Intercreditor Agreement, the delivery terms of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the ABL/Term Intercreditor Agreement) pursuant to the ABL Documents Agreement shall satisfy any delivery requirement hereunder or under any other Loan Documentgovern and control.

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien Lien and Security Interest security interest granted to the Collateral Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and this Agreementany other Loan Document, the terms of the Intercreditor Agreement shall govern and controlcontrol with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent or the Collateral Agent (and the other Credit Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor AgreementLenders) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement)First Priority Obligations Payment Date, any obligation of the Borrower and any other Grantor Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such other GrantorGuarantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL First Lien Loan Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsFirst Priority Obligations Payment Date, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) First Lien Collateral Agent pursuant to the ABL First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.. [SIGNATURE PAGES TO FOLLOW]

Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary contained in this Security Agreement, the lien and Security Interest Liens granted pursuant to this Security Agreement or any other Loan Document shall be subject to the terms and conditions of (and the exercise of any right or remedy by the Administrative Agent hereunder are or thereunder shall be subject to the provisions of terms and conditions of), the Intercreditor Agreement. In the event of any conflict between the terms of this Security Agreement or any other Loan Document and the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern control, and controlno right, power, or remedy granted to the Administrative Agent hereunder or under any other Loan Document shall be exercised by the Administrative Agent, and no direction shall be given by the Administrative Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the other Credit Secured Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor Agreement) shall be subject to the terms of the Intercreditor Agreement, and and, with respect to the Term Debt Priority Collateral until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement)Term Debt Obligations Payment Date, any obligation of the Borrower Company and any other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Term Debt Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwisePerson, in each case in connection with any ABL Term Debt Priority Collateral, Collateral shall be deemed to be satisfied if the Borrower Company or such other Grantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL Term Debt Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsTerm Debt Obligations Payment Date, the delivery of any ABL Term Debt Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) Term Debt Representative pursuant to the ABL Term Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien Lien and Security Interest security interest granted to the Collateral Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and this Agreementany other Loan Document, the terms of the Intercreditor Agreement shall govern and controlcontrol with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent or the Collateral Agent (and the other Credit Parties) with respect to the “ABL Priority Collateral” (as defined in the Intercreditor AgreementLenders) shall be subject to the terms of the Intercreditor Agreement, and until the discharge of the “ABL Obligations” (as defined in the Intercreditor Agreement)First Priority Obligations Payment Date, any obligation of the Borrower and any other Grantor Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights, rights or the obtaining of any consent of any Person or otherwise, in each case in connection with any ABL Priority Collateral, shall be deemed to be satisfied if the Borrower or such other GrantorGuarantor, as applicable, complies with the requirements of the similar provision of the applicable “ABL First Lien Loan Document” (as defined in the Intercreditor Agreement). Until the discharge of the ABL ObligationsFirst Priority Obligations Payment Date, the delivery of any ABL Priority Collateral to the “ABL Priority Agent” (as defined in the Intercreditor Agreement) First Lien Collateral Agent pursuant to the ABL First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.